Fairy Tail: New Enemies and Allies
by Soron66
Summary: Soron ends up in the fairy tail anime's universe. that makes events unfold that shouldn't have ever happened. it will alter the events of several canon story arcs. minorly in the beginning, & then majorly once Soron has lived on Earth Land for a fair amount of time. This my story even if I use elements & custom story arcs inspired by/from Ultimate10's. I own nothing except my OCs.
1. Episode 1: Vilgax's Defeat

Episode 1: Vilgax's Defeat

It was a Tuesday on October the 24th, and Soron had just reached 18 years of age in human years the previous month. He wasn't human, but he lived on Earth in the town of Bellwood. The reason why is, he was an orphan. He was sent there the day his home planet exploded. Yes, this is similar to the Superman mythos. However, he's not a kryptonian. In fact, he's a Gallifreyan. While he never was able to look into the Untempered Schism on Gallifrey he got a smaller version of it in his pod. It also happened to be a weaker version. He was unable to see possible futures, but he could retain knowledge infinitely better than humans. At one point during his life, he came into contact with Ben Tennyson who would later come to be known as Ben 10. Unsurprisingly, Ben and Soron clashed constantly. However, once Ben had matured after that fateful summer vacation where he was introduced to the Original Omnitrix they began becoming friendlier to one another. However, for the past year Soron has been hanging around Gwen a lot more often than not. Not for any romantic reasons… at least in the beginning. The world became a warzone ever since Vilgax managed to conquer a fair amount of planets… which unfortunately included Earth. Now Soron and Gwen led the resistance alongside, and Kevin E. Levin, Tetrax Shard. The resistance consisted of the humans that wanted to retake their home. Ben was nowhere, because Vilgax had killed him the year before. Vilgax had become even more dangerous, because he took Ben's final Omnitrix which was white.

Asmuth and Soron knew that the resistance didn't stand a chance against Vilgax now that he had the Omnitrix. That's why Asmuth agreed to work with Soron in creating a new omnitrix. However, while there were a lot of well known aliens, Soron added a few of his own. As this Omnitrix was basically Soron's invention, Azmuth allowed Soron to name it. Soron named it "Megatrix" because it was better than any of the prior versions in the aspect that the recharge time was a minute instead of five minutes like Ben's white omnitrix had. It also had the evolutionary feature in it that the Ultimatrix had. The resistance fought for as long as they could, but unfortunately they were on the losing side. There chances became so bad, that Soron, Gwen, Kevin, and Tetrax had to come up with a plan. However, this time should they fail… there would be no more second chances. They either win this battle, or they lose. Basically, it was a suicide mission. Currently, the leaders of the resistance were standing around a table in a makeshift HQ they had fashioned from an abandoned missile silo complex in Cheyenne Mountain. Soron wore a black leather jacket with the Punisher logo on the front of the torso with the zipper unzipped revealing a black t-shirt underneath. He also had a pair of blue jeans on and black sneakers. On his left wrist was the "Megatrix" which was colored golden and designed like Omniverse's omnitrix. He had blue eyes, shaggy blonde hair and some stubble on his face.

Gwen was to his right and wore battle scarred plumber's armor that was darkened due to heat and the like. Her hair was ragged as haircuts were no longer a priority, and when she does get one she uses scissors to cut it. Today, her hair was short and kinda sticky-uppey. It still retained its beautiful red color though. Kevin had shaggy hair as well and wore his usual black t-shirt over grey long sleeve shirt, blue jeans, and shoes. However, they were faded and had obvious patchwork down to them. It was full of stitches, and the occasional wrong cloth to replace holes. Tetrax Shard looked as pristine as ever, but his bounty hunter armor was as battle worn as Gwen's. However, it still made him a force to be reckoned with. Azmuth was a member as well, but he died not long after he helped Soron construct the Megatrix. He had sacrificed himself to help them destroy Vilgax's flagship. While the flagship was indeed obliterated, Vilgax wasn't onboard. They had gone under the assumption that Vilgax was, but they were proven wrong when Vilgax destroyed yet another human town that was full of humans that have submitted to Vilgax's will.

"We can't continue the way we're going," Kevin said as he looked at his friends and colleagues, "The men are demoralized. Each time we fail, their depression deepens."

"I concur," Gwen said as she looked at her former lover, "but what can we do? Vilgax was a force to be reckoned with before he had an Omnitrix, but now? There is absolutely no way we can win a full on assault! We have to do this in a way that keeps our people alive."

The war had split Kevin and Gwen up even though they did their best to remain together. Their compatibility had been changed entirely because of the war. The last time they argued, they had tried to kill each other. It took the combined efforts of Soron and Tetrax to prevent them from doing so. However, that was what started the downward spiral of the resistance's luck and began the demoralization process of the resistance.

"If it gets rid of Vilgax," Kevin argued, "then who cares? The men would gladly die if that enabled us to kill Vilgax."

"How can you be so callous?!" Gwen exclaimed.

"How can you be so soft-hearted?!" Kevin retorted, "Especially in a world like this!"

"If we become as uncaring and ruthless as Vilgax," Gwen said angrily, "we'd be no better than him! In a world without humanity, we have to hold onto the ideals that keep us human!"

"I'm not human Gwen!" Kevin nearly shouted, "I'm Osmosian, so my ideals are pretty much different to yours!"

"You're right," Gwen snarled as her eyes glowed, "You're not human. You're a monster!"

"You both have a point," Tetrax finally said, "We have to keep hold onto who we are, but… we may have to make some sacrifices. The need of the many, outweigh the need of the few."

"Did you really just quote Leonard Nimoy?" Soron asked with a raised eyebrow.

"Who's that?" Tetrax asked confused.

"Nevermind," Soron said shaking his head.

Soron just sat there as he thought on the best course of action while listening to the three bicker. Eventually, he came to the decision just as he became annoyed at the other three.

"Quiet!" Soron shouted shutting them up. He then looked at them each in turn to make sure they didn't resume their argument.

"All three of you have a point," Soron said, "We do have to make some sacrifices in order to win. We also have to hold on to who we are. So, in order to do that… we have to take the fight to Vilgax."

"What about-" began Gwen.

"However," Soron continued, "we won't be taking an army. Especially, after the last time we tried that. This'll be a three-man job."

"Three?" they asked in unison.

"Yes," Soron nodded, "one of us will have to remain behind to lead humanity into a new world."

"Guess that means Gwen's staying," Kevin sneered, "she's too much of a pussy to do what we have to do after all."

"Kevin!" Gwen yelled with her eyes glowing pink.

"Kevin!" Soron yelled as well, "zip your mouth shut!"

He then gave a look at Gwen who allowed herself to calm down as to prevent another fight from happening.

"As much of a dick as Kevin is being right now," Soron said to them, "he's right. Gwen is the one that has to stay behind."

"What?!" Gwen exclaimed while Kevin smiled meanly and Tetrax remained passive, "why am I the one that has to stay behind! If anyone, it should be you!"

"Gwen," Soron said looking at her kindly but sternly, "you are the most empathic of us all. You care so much about the wellbeing of the men. You are the perfect leader for peace time. If Kevin led them, he'd become a dictator."

"Hey!" exclaimed Kevin indignantly.

"Tetrax is an alien that doesn't look human," Soron continued as if Kevin hadn't spoke, "and I… well, I'm not human either. Also, I too wield an omnitrix. I would just bring too much pain to the people's hearts. I would end up having to leave the planet that I have called my home my entire life. There is just nobody else fit for the role."

"I…" Gwen said reluctantly, "see."

"Kevin, Tetrax, and I shall leave this evening," Soron said his decision having been made, "that way, we can have the advantage of stealth. Now, I suggest all that are going to head out should take a long nap. We have to be at full strength after all. Meeting adjourned."

With that, Soron left the war room and headed for his room so he can rest. However, he did make some rounds seeing how the men were fairing first. Once he reached his room he didn't even bother to get out of his clothes and just plopped down on his bed as he attempted to sleep. However, before he could he heard the door close behind him. He rolled over onto his back to see who it was. It was Gwen, and she wasn't happy.

"Just spit it out," Soron sighed as he pushed himself into a sitting position.

"You benched me because you didn't want to risk me dying," Gwen stated.

Soron just remained silent as he figured she wasn't finished.

"You let your feelings for me get in the way of your decision," Gwen said as she took a step for him.

"You're wrong," Soron said which was what she expected.

"Quit lying!" Gwen demanded, "Just tell me the fucking truth!"

Suddenly, Soron got up and grabbed her before pushing her against the wall where he pinned her.

"You want the truth?" Soron asked as he stared at her in the eyes.

Gwen just nodded.

"I benched you…" Soron said as he began kissing her neck, "because of the reasons I said in the room. However, the fact that I had no desire to face such danger may have factored into that… especially since you're with child."

He then stopped kissing her neck and backed off much to Gwen's dismay. However, she quickly composed herself after her brain caught up to what he said.

"I'm not with child," Gwen said annoyed at Soron, "and now, I can't know if you're telling the truth."

"I'm not lying," Soron said as he held up his Megatrix.

"Megatrix," Soron said into his device, "scan for any signs of pregnancy in Gwen Tennyson."

" _Scanning,"_ the Megatrix said in a tinny version of his voice. Then a golden ray of light moved up and down from the top of Gwen's head to her feet and then up again. Once it was finished, the light vanished.

" _Pregnancy confirmed,"_ the Megatrix said finally, _"She is 2 weeks pregnant."_

Gwen blinked twice as she touched her abdomen without realizing it while she flashed back to 2 weeks ago when they were stuck in a cave during the winter when it was blizzarding for a week straight. Her face reddened with realization as she vividly recalled doing the nasty with Soron without stopping that week. By the time the week had ended, they were exhausted and the resistance had found them. Suddenly, she returned to the present and looked at Soron.

"Why'd you have to tell me that?" Gwen asked.

"You asked for the truth," Soron stated.

"I wish I hadn't," Gwen said irritably, "now if you die, our child won't have a father."

"Come here," Soron said as he pulled her into a hug, "I promise you that I won't die."

After a few minutes of hugging, they laid down on the bed and just cuddled together till they both fell asleep.

 **Later, that evening…**

Soron, Kevin, and Tetrax were all geared up and ready for their final assault on Vilgax. While Gwen was furious at Soron for benching her, she complied with his decision for two reasons. First one being that she was terrified of risking her unborn child's life. The second one being that she agreed with Soron about her being the best one to lead humanity during peacetime… even though she didn't want to do so. With one last look at Gwen, Soron left the complex with Kevin and Tetrax behind him. As soon as they had arrived at the outside, Soron pulled up his Megatrix and pressed on it. As soon as he did that, a hologram of an alien appeared. He turned the dial till he found the right one before pressing down on it. Suddenly, he was enveloped in golden light. When the light had ebbed, in Soron's place was a gigantic machine that was colored black with white highlights. On its chest was the golden Megatrix emblem and its eyes were golden as well. He looked Starscream from Transformers: Prime but was buffer and looked more like Optimus Prime. Only aspects of Starscream were the wings.

" _ **Aerobot!"**_ Soron said quietly before he transformed into a spaceship that looked like it could've belonged in the Destiny games. It also had a cargo bay/passenger area.

Tetrax and Kevin hurried into Aerobot as soon as the ramp lowered. Once they were in, the ramp closed and the ship floated up into the air before speeding up. As it did so, it activated a series of stealth mechanics. The first one being active-camouflage which made them invisible to the naked eye. As well as some jammers that made them invisible to radar, sonar, heat sensors, motion sensors, etc. It took them about five minutes to reach where Vilgax's palace was. In fact, the palace was in the sky above the planet with high tech everything. Defense shields, turrets, and even a ginormous laser that can destroy an entire continent when charged high enough.

"We should just go in there and attack head on," Kevin grumbled in the passenger area, "this stealth tactic is for pussies."

"That would be suicide," Tetrax said narrowing a crystal eye at him.

" _Prepare for drop,"_ Aerobot said to them from the internal speakers, _"We've arrived."_

At that, Kevin grinned and unbuckled himself. Tetrax did the same, minus the grinning. Tetrax also formed his helmet and the small red upside down triangle glowed indicating the helmet had turned on.

" _3,"_ Aerobot said as one red light turned green.

" _2,"_ Aerobot continued as another turned green while the ramp extended.

" _1,"_ Aerobot finished as the final light turned green, _"You are clear to drop."_

At that, Kevin leapt out of the ship wearing a jetpack and flew down to the city with nat far behind. Aerobot closed the ramp before he angled towards the city and flew down fast. Right before he reached the city, he transformed and pressed the Megatrix symbol. With a flash of gold, a blue moth-like alien with the golden megatrix and golden eyes took his place.

" **Big Chill!"** the alien said eerily. He then quietly flew down to the city where he met with Kevin and Tetrax. As soon as he landed, his four wings wrapped around him forming a cloak.

"Tetrax," Big chill said to the bounty hunter, "you go set the sky palace to explode. Kevin, you cause a distraction. That will allow me to attack Vilgax with his attention otherwise."

" _Good luck,"_ Tetrax said through his external speakers. He then hurried off to do his task. Kevin also grinned before he went to cause as much of a distraction as possible. Big Chill on the other hand, he slapped his Megatrix symbol and a golden flash enveloped him a third time that evening.

" **ChamAlien!"** Soron said when the golden light had ebbed. In his place stood a lizard like creature with three eyes in different colors. The right eye was blue, the left eye was red, and the middle eye was gold. It also had a fin on its head. He then became invisible and hurried through out the place while sticking to the shadows as to prevent himself from being seen since his shadow can still be seen even though he's invisible. Knowing Vilgax, the despot was probably either in a prison area torturing someone, throne room feeling all high and mighty, or in the war room. He wasn't in the former or the latter when ChamAlien checked. However, he was in the throne room… with a bunch of human women with collars on their necks, and shackles on both their wrists and ankles. Not only that, but the women were completely nude. One of the women was busy in between Vilgax's legs bobbing her head up and down. ChamAlien didn't need to see it to know what she was doing… and the imagery that went through his mind was disgusting. As he climbed to the ceiling he waited for Kevin to begin his distraction. Suddenly, vilgax perked is octopus-like face up and looked into a security footage. Kevin had absorbed some kind of metal and was busy slicing robots to pieces.

"The Osmosian," Vilgax said thoughtfully before he looked around looking for any other intruders. When he didn't see any, he touched his chin with one hand before pressing a button on the throne activating a com device.

"The Osmosian friend of late Tennyson is here," Vilgax said into it, "I suggest you keep an eye out for more of the so-called 'resistance.'"

" _Yes sir,"_ a voice on the other end said before Vilgax ended the call.

Vilgax looked at the woman that was sucking him off before he grabbed her by the head and picked her up to stare into her eyes.

"You've lost your appeal," Vilgax said, "you know what this means."

"Yes, master Vilgax," the woman said with obvious excitement, "It means I get to feel the wonderful pain of my head being crushed!"

Vilgax sneered evilly before he grabbed her by the base of her neck before ripping her head clean off causing her pain. Funnily enough, she had an expression of immense pleasure and even squirted out female jizz from her pussy before she died. Once the woman was dead, Vilgax tossed the head and the headless corpse to the ground before he stood up and a tentacle slithered back into his armor… Soron gained a look of disgust when he saw that.

"Enjoy your dinner, slaves," Vilgax said as he headed to the door.

To Soron's shock the remaining nude women rushed to the dead woman's headless corpse and began tearing into it. It became evident that the women were no longer human and were animals that desired only to please Vilgax in every way and to die painfully. Soron was unable to keep himself from attacking vilgax anymore. He dropped from the ground slapping the Megatrix symbol as he did. Once he landed, in his place was a red alien with four golden eyes and four arms.

" **Four-Arms!"** Soron yelled before he leapt at Vilgax with two fists cocked back in the attempt to punch him. What happened couldn't have been further from the truth. Instead of attacking Vilgax, the despot grabbed Soron with his left arm by the chest before throwing him out of the throne room and down the hall.

"Tennyson," Vilgax snarled, "Even in death, you don't know when to give up."

"You're going down squidface!" Four-Arms yelled as he balled his fists.

"Actually," Vilgax said as he held up his omnitrix, "i think it's time I rise. It's dominating time."

He then pressed it and a hologram appeared. He turned the dial a few times before he selected an alien and pressed down on the Omnitrix. An emerald flare enveloped him, and when it had ebbed a gigantic dino-like alien was in his place. It was extremely disgusting though, because it looked like a t-rex and an octopus had really aggressive hate-fucking session and produced a grotesque baby.

"You won't win against me," sneered Vilgax.

"We'll see about that," four-arms said before he slapped his Megatrix symbol and after a golden flash enveloped him four spikes protruded from the emblem and he grew taller. His arms got buffer, his skin changed to a dark blue color, and bones protruded from his knuckles, elbows, shoulders, knees, and feet. He was a basically a giant blue hybrid of Doomsday and Four-Arms.

" **Ultimate Four-Arms!"** Soron yelled.

He then charged at Vilgax with his two fists cocked back while Vilgax did the same with his one arm that happened to have tentacle-like bulges on his arm. When, UFA and Vilgax reached eachother a shockwave could be heard throughout the sky-palace and they were forced back a few steps. Vilgax then kicked at UFA, but unfortunately his legs were too small and fell short. However, UFA took that as his chance and grabbed the foot. He proceeded to swing vilgax over him and onto the ground. He then grabbed Vilgax's tail and began swinging the despot around and around. Once UFA felt that there was enough momentum, he let go of Vilgax allowing him to go flying through roof and a fair amount of distance from the main building in the sky palace. UFA quickly leapt out of the hole and continued jumping till he reached vilgax. Unfortunately, vilgax was ready and grabbed UFA. He began pulling hard on UFA in order to rip him to pieces. However, UFA slapping the Megatrix and another golden light enveloped him. This time he was the normal version of Humungousaur.

" **Humungousaur!"** Soron yelled before he used his feet to kick at Vilgax knocking himself free from Vilgax who stumbled backward.

"You will never be able to beat anyone using that stolen Omnitrix," Humungousaur snarled as he punched a fist into his hand, "and now I'm going to show you what a true omnitrix bearer can do."

He then punched at Vilgax, but Vilgax was ready and grabbed Sorons fist and forced it behind Soron's back. Vilgax then pulled upward on the arm causing Soron immense pain.

"I may not be as experienced as you are with this device, Tennyson," Vilgax snarled, "but i don't need to when I have years of experience behind me while you have only had how many? Five? Seven?"

"You talk to much," soron snarled as he rammed the back of his head into vilgax's face knocking him back. As Vilgax stumbled again, Soron massaged his arm while turning around to glare at his enemy.

" _The self destruct is ready,"_ Tetrax said through the Megatrix's com system.

"Set it off," Soron replied as he prepared to fight. Unfortunately, Vilgax was sick of fighting in the form he was in and wanted to crush "Tennyson" quickly. With that running through his fishy head, he grew in size allowing fins to grow from his back and snake like fangs to grow in his mouth.

"That is so gross," Soron said revolted before he also grew allowing spikes or ridges or whatever they were called to grow from the top of his head all the way to the end of his tail.

However, before either could make another move the sky-palace rocked as the engines keeping the sky-palace up began exploding. Vilgax used that to his advantage and ran at Soron delivering a powerful right hook to his face. Soron was knocked back and was unable to counter Vilgax's next attacks. He was knocked back until he reached the edge of the sky-palace. Soron knew he wouldn't be able to dodge Vilgax's next attack, so when Vilgax punched at him again he grabbed the despot's arm and pulled allowing them both to fall off of the sky-palace towards the ground below. They punched each other while they fell again and again. They kept that up until Vilgax managed to snap Soron's right arm. Soron knew he wasn't going to be able to win while Vilgax was in use of two arms and happened to be in his fishy dino form. With that in mind he pressed Vilgax's omnitrix and an emerald light enveloped the conqueror. Once the light had ebbed, vilgax was in his normal form. Soron proceeded to punch Vilgax hard with his left fist which sent Vilgax flying to the ground below where he created quite a large crater. However, Vilgax survived that. Of course, he was unable to react quickly enough when Soron landed on top of him. Soron's impact created a massive crater that was large enough to hold the sky-palace inside it. Soron's current form was highly durable so he survived the impact. Unfortunately, still was affected by it. His legs were no longer steady as he stood up. They wobbled like crazy, but he managed to get to the ledge and climb out of the crater. Once he did so, he rolled onto his back and stared at the sky at the sky-palace that was descended fast. Soron slapped his maegatrix again, and now he was in the form of a green plant creature with a black face and golden eyes. His head had petals that were shaped like fire.

" **Swampfire!"** Soron yelled nasally. He just laid there as this form's natural regenerative ability began fixing all the damage he had. His arm was fixed, legs no longer wobbly, and his cuts and bruises got healed up. Once it was finished he stood up. Unfortunately, it was just in time to get punched in the face by Vilgax who had made it out of the crater. Vilgax's punch sent Swampfire flying through the air before falling on the ground. He got back to his feet as his regenerative power healed him again while he glared at Vilgax.

"You disabled the omnitrix!" Vilgax raged, "I will kill you for rendering the most powerful weapon in the universe useless!"

Then the crimson metal objects in his arms that poked out of them sunk in which caused his muscles to grow exponentially before he ran at Soron. Soron widened his eyes before he threw fireballs at Vilgax. Unfortunately, Vilgax was too strong to be taken down by fireballs like those. Soron was unable to react again as Vilgax punched him hard enough to send Soron flying into the air before falling back down towards Vilgax. Vilgax grabbed Soron by the leg when he got close enough and slammed Soron into the ground on each side multiple times before throwing him to the ground away from him. As soon as Swampfire had heales as much as it could, the Megatrix began flashing silver as it beeped. Suddenly, a silver flash enveloped Swampfire. Vilgax widened his eyes when he saw who was really fighting him before he sneered at the fact that he did indeed kille Ben Tennyson. However, his sneer was replaced by a snarl at the fact that some stranger had almost managed to take him out in the first fight… as well as disabling the omnitrix in the process.

"I will crush you!" Vilgax yelled. However, before he could get any closer some green crystals fired into his feet causing him to stumble and fall from the pain. Soron looked up and saw Tetrax flying down towards them with a jetpack.

"Go," Tetrax said as he formed crystal blades out of his arms, "you are in no shape to fight Vilgax anymore."

"Tetrax," Vilgax snarled as he pulled the crystals out of his feet. Once he was finished, he glared at Tetrax with murderous intention. He and the bounty hunter then charged each other with each cocking back a fist. Vilgax dodged Tetrax's strike and grabbed him. He proceeded to use all his strength to tear Tetrax in half before running at Soron.

Soron snarled before looked at his Magatrix which had thankfully became gold again. He didn't even bother scrolling through the aliens once he activated it. He slapped the Megatrix and the next second later he was enveloped in golden light. Once that ebbed, he was clothed in the same blur outfit from Smallville Season 9. However, instead of an s-shield there was the golden Megatrix symbol.

" **Krypto-man!"** Soron yelled just as Vilgax reached him. Soron held up a hand and caught Vilgax's fist in his own.

"What?!" Vilgax exclaimed, "this is impossible! How are you doing this?!"

"I am the man of steel," Krypto-man said as he got to his feet pushing vilgax back in the process.

"This is for Tetrax!" Krypto-man said as he punched Vilgax's wrist shattering it.

"This is for Azmuth!" Krypto-man continued as he fired heat vision into Vilgax's right leg causing the despot to fall to his knees while crying out in pain.

"This is for Ben Tennyson!" Soron shouted as he kicked Vilgax onto his back.

"This is for humanity, and most of all… Sara!" Soron finished as he knelt down and punched on Vilgax's face. He continued punching Vilgax again, and again, and again. He was about to deliver the killing blow, but then stopped once he remembered that he had created the Megatrix in a way that would honor Ben Tennyson. He know that Ben hated killing, and would never kill his enemies. Soron lowered his fist and stood up.

"I don't have to kill you to beat you," Soron said, "you're finished."

He suddenly heard a terrifying sound and saw the sky-palace not too far above him. He had not time to get out of there, so he closed his eyes and sent a message to Gwen through his megatrix once he had transformed back to normal. The message was as follows:

 _I'm sorry I couldn't keep my promise and survive, but know that I will always be there in your heart. As long as you remember me, my soul lives on. Keep me alive that way, and stay kind no matter how hard things get. Remember that I love you Gwen. Live long and prosper._

As soon as his message was sent the sky-palace crashed down on top of him and Vilgax. However what was odd was that Soron felt fine. When he opened his eyes, he found himself in the middle of a forest. Suddenly, his Megatrix beeped which indicated he had a message. When he pressed the hourglass symbol a hologram appeared. Soron widened his eyes when he saw who it was. It was Professor Paradox!

" _I'm pretty sure you're wondering where you are right now,"_ Professor Paradox's message said, _"well, to be honest I have no idea. I shouldn't have done so, but you're so young. You have much more life to live, and so much more good you can accomplish. According to the timeline, you died taking Vilgax along with you. You became a hero equal to Ben Tennyson in the world's eyes. Gwen Tennyson becomes her own legend and leads humanity in a way that honors the both of you. Your daughter even becomes important, but mostly on the science aspect of being famous. Your old life in this reality may be over, but the one you're in now… well it's just beginning. Make friends, fall in love, and in general? Live a good life. Good bye."_

Soron's eye twitched a few times as the hologram flickered away before he breathed in deeply.

"PARADOX!" Soron yelled angrily, "YOU SON OF A BITCH!"

 **A few minutes later…**

Soron had calmed down from his anger concerning the fact that Paradox had basically exiled him to who knows where. With a sigh, he massaged his face before he actually looked around himself to get an idea of his surroundings. Yep. It was definitely a forest… without any clear way of going. He sighed again before he picked up a random stick and tossed it into the air. He kept his eyes on it, and when he saw that it headed towards the left, he went that way. It was a quiet walk through the forest, but that didn't do any good for his mood. Especially, since he was going over the events beginning with Ben's demise all the way till today… although he did exclude one particular day. The more time he had to think, the broodier he got. He was so deep in thought, he didn't notice a figure in his way. The result was… BONK! He backed up suddenly as he held his aching nose. He looked up to see a giant figure wearing a grey long coat over a black shirt that was unbuttoned partway to show his chest hair. The figure had cold calculating yellow eyes and around his neck was a strange kind of necklace.

"What do we have here?" asked the figure in a booming voice, "another ant for me to squash?"

"Nonononono," Soron said placatingly, "no need to squish me! I was just passing by minding my own business and-"

"Doesn't matter," the figure said as his form suddenly bulged and he was replaced by an even taller looking being. It looked as tall as the Hulk in everything Marvel related, "You saw my face, and that means you have to die."

"Isn't that a bit extreme?" Soron sweat dropped. Suddenly, the giant moved impossibly fast for its size and punched down at him. Soron quickly rolled out of the way and activated his Megatrix.

"I think it's time you pick on someone your own size," Soron said as he selected an alien to use. He then slapped down on the Megatrix and a golden light enveloped him making the giant cover his eyes. When the light had ebbed a creature that looked like an insect had replaced Soron. It had four eyes on stalks that were connected to the sides of his head, jagged-ish looking wings, two arms with three clawed fingers, four insect like legs, a tail with a sharp pointy end. On it's black head was the golden Megatrix symbol.

"Stinkfly?" the creature said to itself in shock, "Oh come on! I was going for Humungousaur! Nevermind, this'll do."

At that, Stinkfly flapped its wings quickly and flew up into the air. The giant got over the shock of the sudden change and moved its arms in a clapping motion. However, Stinkfly was too fast for it. Suddenly, Stinkfly shot some gunk out of its eyes right into the giant's face forcing it to stumble back as it moved a hand up to try and remove it.

"Looks like you need to see a doctor," Stinkfly taunted, "you appear to have acquired a stinky affliction."

The giant ripped the gunk of its face and glared at the bug.

"I think it's time I teach you a lesson!" the giant said as it moved its arms back.

"Oh phooey," Stinkfly said as he began backing up quickly, "it appears the only affliction this giant has is the stink eye."

As soon as he finished his sentence, the giant slammed its hands together sending Stinkfly flying back through the air into a tree. He then fell down hitting every branch and breaking some of them as he went. As soon as he managed to get back onto his feet the giant had reached him.

"Time to die little bug," the giant said as it raised a leg intending to squash Stinkfly.

"You sacrificed sure footing for a killing stroke," Stinkfly said remembering a scene from a movie he watched a while ago.

"What?" the giant asked confused and skeptical.

"Let me show you," Stinkfly said before he shot out his rather gunky and long tongue and wrapped it around the ankle attached to the foot on the ground.

He then wrenched back with his head causing the giant to slip and fall down onto his back banging his head into the ground and destroying some trees. Before the giant could recover, Stinkfly flew back up into the air and began tying him up with his eye gunk blasts. As soon as he had finished he landed back down on the ground and slapped the Megatrix symbol on his head. In a golden flash, he was back to being Soron. Soron stood there with his hands on his hips as he stared down at the giant.

"This has got to be a new record," Soron said to himself, "taking down a big guy like him with only Stinkfly? Sweet."

Suddenly, he heard the sound of voices coming from nearby. He looked around for a place to hide in case they were hostile like this guy. Unfortunately, he didn't see a good hiding spot. With a sigh, he activated his Megatrix again and another golden flash enveloped him. This time, a huge bipedal leafless tree with arms, two eyes, a mouth, and the Megatrix symbol located on his chest took Soron's place.

"Groot!" the tree said before he tiptoed to the side out of the giant's sight and morphed his figure to look like a tree. He closed his eyes as well so they wouldn't see something odd about the tree he disguised himself as.

 **Nearby in the forest…**

A pink haired kid wearing a black vest with gold lining, a scale patterned white scarf, shorts tied at the knees, and shoes walked through the forest with a small blue cat with white wings protruding from his back flying next to his head. The cat also had a green napsack tied around its neck. Next to them was a busty blonde with a ponytail tied at the right side of her head wore wa white sleeveless shirt with blue highlights and formed a cross at the middle where it was buttoned. It also happened to be unbuttoned enough to allow people to see her cleavage without being too daring. She had a blue skirt with a red belt, and a key ring with strange looking gold and silver keys on them. She also wore knee high boots.

"We've been walking for miles Natsu!" the blonde complained, "and we haven't eaten either!"

"Maybe this means you'll lose some weight this time Lucy!" the blue cat surprisingly said.

"Shut up," Lucy shouted, "yah stupid cat!"

"Ah man!" Natsu said as he stopped walking when he saw the downed giant had had changed back to normal as an attempt to free himself from the gunk… it didn't work.

"What is it Natsu?" Lucy asked as she followed his line of sight.

"Somebody already took this guy down!" Natsu complained, "Now I won't be able to kick his ass!"

"That's what you're upset about?" Lucy sweat dropped before she thought, _I really needed the reward for taking this guy down. Now how am I going to pay my rent?!"_

"Hey!" Natsu said with a grin as he came up with an idea, "I know! I'm gonna set that guy free and then fight him!"

"Aye sir!" the cat replied as it watched Natsu running towards the giant with a flaming fist. Lucy on the other hand groaned at how stupid Natsu was being, but she knew that Natsu's stupidity was backed up by his stubbornness. There was no way of talking him out of it.

However, before he could make it to the giant some random bandits appeared in front of him and the giant. One of the bandits slashed at Natsu just as he leapt back and out of the way.

"We'll have you free of this gunk soon boss!" said one of the bandits that was busy hacking at Stinkfly's gunk.

"What shall we do with the pink haired kid, the flying cat, and the blonde girl?" asked another that had a spear at the ready as he glared at Natsu, Lucy, and the blue cat.

"Kill all of them," the giant said as he pulled on the gunk with all his strength to help quicken his escape from the gunk, "but leave the girl alive. I am in need of a new slave-wife after all."

Lucy panicked at that and hid behind Natsu in fear. Natsu on the other hand glared at the giant.

"You're not taking Lucy!" Natsu shouted, "She's a member of Fairy Tail, and we look after our own!"

"Fairy Tail?" the bandits said confused until the giant laughed at Natsu's words. Suddenly, he was free and sneered at Natsu, Lucy, and the cat while he got back on his feet.

"I never thought I'd get the chance to kill a Fairy Tail wizard!" the giant cackled before his expression grew serious, "leave the pink kid and his cat to me."

He then grew back into his monstrous form and roared loudly before running at Natsu. Natsu engulfed his right fist in flames as he charged at the giant before leaping up.

" **Fire Dragon Iron Fist!"** Natsu yelled as he punched the giant hard knocking him back a few steps. As Natsu fought the giant, Lucy began backing up in fear as the bandits hurried towards her. She then remembered that she was also a wizard and face-palmed. She quickly pulled out a golden key from her keyring and sliced through the air.

" **Open, Gate of the Golden Bull: Taurus!"** Lucy yelled and with the sound of a bell, a humanoid cow appeared with a double-sided axe sheathed on his back. He had the black and white colors of a cliche cow and also had the horns of a bull. Around his neck was a cowbell and in his nose was a ring.

"MooooooOOOO!" the cow-man said before looking at Lucy with hearts in his eyes.

"They're trying to enslave me into being the giant guy's wife! Take them down!" Lucy said pointing at the bandits that were closing in.

"You got it miss Luuuuucy!" the cow-man said as he pulled out his axe and slashed down at the ground sending a shockwave towards the bandits. The attack did take out a fair amount of them, but several were still standing.

"Nobody is gonna touch my master's rockin' bod except me!" the cow-man declared as he bashed a bandit in the head with the butt of his axe.

Soron opened his eyes and widened at everything he saw. His mind then put what he heard, next to what he saw and understood the prior dialogues he was confused on. However, what caught his attention was that the pink haired guy was getting his ass handed to him. While he was holding his own, he wasn't making any progress in taking down the giant. He was never really a hero, but he didn't like what he heard concerning the giant and the blonde girl. Slavery was a big "NO" in his book. That's why he morphed back to the bipedal leafless tree form and stomped towards the giant clenching his fist. The giant was currently in the process of squeezing Natsu like a grape with the intent to kill.

"I. AM. GROOT!" Soron yelled as he punched the giant hard sending him knocking into the forest. That caused the giant to let go of Natsu who immediately fell back to the ground. Everyone stopped what they were doing and widened their eyes at Groot. When Soron looked at the remaining conscious bandits, they immediately dropped their weapons and ran screaming themselves mute from the area. However, the fight wasn't over as the giant got itself back to his feet.

"You threatened to take Lucy for your own against her will!" Natsu yelled at the giant furiously, "and now you're going to burn!"

"You're nothing," the giant sneered as he looked at Natsu evilly, "your previous attacks were pitiful. An annoyance at best. I doubt there's anything you can do to me."

Natsu took a firm stance and proceeded puff out his cheeks far more than should be possible. Soron widened his eyes when he saw that.

" **Fire Dragon…"** Natsu yelled as he placed his hands over his mouth like a trumpeter would, " **Roooaaaar!** "

Suddenly, a torrent of flames whooshed out of his mouth at the giant much to the latter's shock. The giant widened his eyes as he held up his arms to block the attack. Unfortunately for him, the attack was too powerful and he screamed out in pain. When the flames had vanished the giant was all charcoaled and burned on the ground unconscious and back to his normal size. However, he was still alive much to Soron's surprise. He then looked at the pink haired kid and saw a toothy grin on the kid's face.

"Thanks for the save…" Natsu said with his grin fading realizing he didn't know who Soron was.

"I am Groot," Soron said introducing himself.

"Okay Groot," Natsu said grinning, "you're one heck of a strong whatever-you-are."

"I am Groot," Soron replied in agreement.

"Yeah," Natsu said with his grin fading, "you already said that…"

"Natsu!" Lucy said as she arrived at his location and looked into the part of the forest the giant was in. right next to her was the flying blue cat, and not far behind her was the cow-man… who was staring at Lucy's rear end with hearts in his eyes.

"What?" Natsu said turning towards Lucy annoyed that she was interrupting his conversation with Groot.

"You set the forest on fire!" Lucy exclaimed in horror and anger as she pointed at the forest the giant was in.

"Oh, heh heh," Natsu said scratching his neck, "whoops."

"Who's the tree guy Natsu?" the cat asked as he flew up to the side of Natsu's head.

"This is Groot," Natsu said pointing at Groot, "and I don't think he's all that bright."

"Natsu!" Lucy exclaimed, "he's standing right there!"

Groot sighed remembering that nobody can understand him when his in the form of Groot. He then slapped the Megatrix symbol and in a flash of gold he was once again Soron. Natsu, Lucy, and the blue cat all stared wide-eyed with their jaws dropped at the sight.

"Sorry," soron said sheepishly, "I kinda forgot that nobody can understand Groot."

"How… where… what…" Lucy said confused.

"You're wondering how the tree guy became me?" Soron asked already knowing the answer. However, he waited politely as all three nodded their heads in unison.

Soron looked around at the bandits as he debated whether or not to tell them. He decided he wasn't going to do so here if he was going to at all. After all, he doesn't want people to know how he does what he does. Last time he explained how he did what he did… something bad happened later that day. The day he swore to never repeat, and did his best to forget.

"Maybe some time later in the future," Soron said as he turned around and headed off, "Cya."

"Hey!" Lucy said running up to him after she shook herself out of her shock, "you can't keep us hanging!"

"Yeah!" Natsu agreed also shaking himself free of shock, "Besides you helped take down smoky over there! You deserve part of the reward for taking him down!"

"Natsu," the cat sighed, "you don't smoke meat with fire. You do it with smoke."

Natsu, of course, ignored him and walked up to Soron who had stopped when he heard "reward."

* * *

i apologize for the cannibalism scene and the others next to that. I don't approve of cannibalism, murdering women, and the like. i only put that stuff, because it seemed like a thing a tyrannic despot conqueror would do. also, even a tyrannic despot conqueror has "needs." also, i am honestly unsure how old gwen and kevin should be by the time this chapter takes place. with that in mind, let's assume that gwen's 19 years old. one more thing. i added a custom ultimate form for four arms cause A) it was the only way soron was going to be able to begin fight vilgax that had an active omnitrix using the dino alien form and B) i haven't watched omniverse so i don't know the canon ultimate form if there is one. as for Vilgax's dino alien form's appearance? i figured why not make it look as ugly outside as vilgax is on the inside. kinda like the concept from Jim Carry's "The Mask." the whole evil made evident dealio.


	2. Episode 2: Fairy Tail

Episode 2: Fairy Tail

Soron turned to look at them with a greedy look in his eyes.

"What kind of reward?" Soron asked intrigued. Unlike Ben, Soron didn't save people because it was the right thing to do… well that wasn't the only reason. He has always accepted rewards offered from those who he helped prior to the war against Vilgax.

"Jewels man!" Natsu said as if it was obvious.

"As in sparkly shiny rocks!" Soron said hopeful.

"No…" Natsu said confused as to why Soron said that, "paper money. Have you been living life in a cave or something?"

"Natsu!" Lucy exclaimed again.

"No," Soron said shaking his head, "I'm actually new to… where are we?"

"Just outside of Balsam village," Lucy said confused.

Soron shook his head indicating he still had no idea.

"The Kingdom of Fiore?" Lucy said getting more confused.

Again, Soron shook his head.

"Ishgar?" Lucy said confused still.

Once again, Soron shook his head.

"Earth Land?!" Lucy said extremely confused.

"Nope," Soron said shaking his head, "none of those names ring a bell. Sorry."

 _Was this guy born yesterday or something?!_ Lucy thought with a sweat drop.

"So," Soron asked as he pointed at the unconscious giant, "Where do you need to take the brute?"

"To the local authorities, of course," Natsu grinned as he turned around, "follow-"

"Natsu," Lucy sighed, "how do you expect us to carry that giant?"

"Oh," Natsu said as he turned back around realizing she's right, "I dunno."

"Let me handle that," Soron said as he activated his Megatrix. He then selected an alien, and slapped down on the Megatrix. In a golden flash, he was replaced by a red being with four arms.

" **Four Arms!"** Soron yelled before turning to the charcoaled giant and picked him up. When he turned back around with the giant slung over his right shoulder, he noticed their shocked expressions had returned.

"What?" Four Arms asked before he realized what they were shocked about. He then groaned and massaged his face with one of his two empty hands.

"Let's just get this guy where we need to drop him off," Four Arms suggested, "and then I'll tell you something about me. Deal?"

"You got a deal big guy!" Natsu grinned clearly having recovered from his shock, "Follow me! I'll lead the way!"

 _That line sounds familiar. I wonder why._ Four Arms thought as Natsu led him, Lucy, and the blue cat through the forest back to the Balsam Village. Whoever these guys are, they intrigued Soron a bit. Especially, because he hadn't seen flying blue cats or kids that could shoot fire from their mouths before. Also, the pink haired flame sneezer was surprisingly likable. Same goes for the girl, Lucy. Soron wasn't sure about the flying cat yet though. All he knew was that it was weird… cause of the color and the fact it had wings. The talking aspect? He can understand. After all, he can transform into a few animal-like aliens that can talk. More than a few, actually.

 **Later, just outside of Balsam Village…**

Balsam village was actually pretty big for what Soron would've assumed a village to look like based on how technically advanced this world was compared to back home. There also happened to be a fair amount of people moving about their business inside of the village.

As soon as they reached the city, Soron stopped and dropped the giant onto the ground. Natsu, Lucy, and the blue cat turned to look at him confused.

"The hell you drop him for man?" Natsu asked confused.

Instead of answering immediately, Soron slapped his Megatrix symbol and in a golden flash he returned to his normal form. Soron massaged his temples at how stupid Natsu was being, but he then figured he may as well answered.

"Ever seen a big red four armed guy before today?" Soron asked guessing the answer.

The trio looked at each other for a second before they shook their heads at Soron confirming Soron's guess.

"That's why," Soron said, "If I went in there as Four Arms, I would get attacked out of fear. People fear what they don't understand."

"Understandable," Lucy smiled. She then stretched her arms back to behind her head as she yawned. Soron's eyes immediately zeroed on her bust before he looked away quickly.

"Mind getting the local authorities little buddy?" Natsue asked his blue cat with a grin.

"Aye sir!" the blue cat said cheerfully before he flew off through the town. Soron accurately guessed that the cat was cheerful about ninety or ninety-five percent of the time. That was going to get annoying pretty quick to be honest.

"What is with the cat?" Soron finally asked after a few seconds.

"You mean Happy?" Natsu asked, "he's my best friend. He's stuck by my side for a long time."

"His name couldn't be anymore on the nose, could it?" Soron said with a raised eyebrow.

"Probably not," Lucy agreed as she sat down against the wall of a building.

 **Another few minutes later…**

Soron, Natsu, and Lucy just stood there, in Lucy's case sat, as they waited for Happy to return with the guards. Natsu, being the impatient hothead as always, turned towards Soron with a bored expression. Soron didn't notice it for a few seconds, but eventually he saw Natsu staring at him intensely.

"What?" Soron asked as he looked at the pink haired idiot.

"Time for you to honor the deal," Natsu said grinning, "now tell us something about yourself."

"Very well," Soron sighed, "My name is Soron MacLeod."

Natsu blinked twice at him before he frowned at Soron which, to be honest, annoyed Soron a fair amount.

"What now?" Soron asked narrowing his eyes.

"You were supposed to tell us how you got your take-over forms!" exclaimed Natsu angrily.

"Natsu," Lucy groaned half-asleep, "it's his right not to tell us anything. After all, he doesn't know us well enough to trust us yet."

Before Natsu could reply, Happy returned with a few guards driving a horse and wagon. Good thing too as the giant dark wizard was too heavy to carry much more than an inch. The guards were more than happy to take the villainous giant out of their hands. Fortunately, the client was among the guards. Before the client left them with the giant in the back of the wagon, he handed Natsu a bag of cash. He then saw smoke and paled with his mouth dropped as he realized that there was a forest fire. Lucy quickly apologized to them before she pulled out enough jewels to help with repairing the forest. Unfortunately, that left with with four hundred jewels to put in their pockets. Soron immediately accepted a hundred of the jewels from Lucy so he could inspect the currency. Natsu and Happy were trying to get more than their fair share of the money though which Lucy wasn't having. They chased her around in circles, and when Soron noticed it he quickly grabbed Lucy's arm and spun her around him till he was in front of her.

"Stop being greedy you two," Soron said sternly at Natsu and Happy.

"We're not being greedy!" Natsu defended himself, "we're trying to make sure each of us gets a fair share! Isn't that right, Happy?"

"Aye sir!" Happy replied.

"You're worse than I was when I was 10!" Soron sweat dropped.

"Oh no!" Lucy said realizing something as she looked at the sky.

The three males looked at her in confusion as she began sweating nervously.

"Just spit it out!" Natsu said impatiently.

"If we don't get back soon…" Lucy gulped as she shivered, "Erza will punish us on top of what Makarov has assigned for us!"

Natsu and Happy quickly panicked and shivered as well at the thought of that.

Soron raised an eyebrow in confusion at there evident fear of "Erza" whoever he or she is. However, he did have a soft spot for women. He didn't like seem them afraid, and then decided to help them out with a heavy sigh.

"Where do you need to go," Soron asked as he pocketed his newly acquired money and held up his Magatrix, "and how far away is it?"

"The Fairy Tail Guild hall in Magnolia City," Lucy said nervously still unable to get the image of what Erza will do to them if they're late to their own punishment, "and it's about ten miles away by foot."

"In that case," soron said as he found the perfect form, "I think it's time to go…"

He then slapped his Megatrix and instantly a golden flash of light enveloped him. When it ebbed, he was his transforming robot form.

" _ **Aerobot!"**_ Soron yelled once again shocking the three Fairy Tail members. Their shock enhanced when he transformed into his jet form and opened the ramp.

" _Get in,"_ Aerobot said to them jolting them out of their shock, _"you did say you needed to get back soon, right?"_

Lucy, Natsu, and Happy looked at each other once before rushing up the ramp. Natsu's fear of Erza clearly overtook his fear of vehicles As soon as they had sat down in the seats, Aerobot closed the ramp and hovered into the sky a second before blasted up through the air. As always, Natsu went green and his eyes twirled as his motion sickness took over.

" _What's wrong with the hothead?"_ Aerobot asked from an internal speaker next to Lucy.

"He has extreme motion sickness," Lucy sighed as she stared at the flame-brain, "to be honest. I'm surprised he hurried onto… into… uh…"

" _How about,"_ Aerobot suggested knowing why she trailed off, _"got onboard."_

"Sure," Lucy nodded, "In any case, I guess he was more afraid of Erza than he desired to stay away from vehicles."

" _Who is this Erza anyway?"_ Aerobot asked curious.

"She's only the strongest woman in Fairy Tail," Lucy sighed.

" _Why are you three so afraid of her?"_ Aerobot asked.

"You'll see why soon enough," Lucy groaned.

The rest of the flight was silent as Aerobot focused on flying and Lucy focused on mentally preparing for whatever Makarov had in store for Her, Natsu, and a particular onyx haired ice wizard named Grey Fullbuster. Happy was excluded from the punishment, because he's a cat that doesn't know any better. As soon, as Aerobot found saw the Fairy Tail Guild hall, he aimed towards the ground and changed into another alien form quickly.

" **Big Chill!"** Soron yelled with Natsu & Lucy held under each arm.

Happy flew next to him. As soon as they landed, Big Chill let go of Lucy who spun around till she fell down due to the dizziness and Natsu immediately recovered from his motion sickness as soon as Big chill let go of him. Big chill then proceeded to slap the Megatrix symbol and reverted back to being Soron. Soron then looked up at the guild hall as he hadn't seen much buildings constructed like it in his life.

The building sat close to the edge of a cliff overlooking a large lake, known as Lake Scilliora. It was fairly tall, though not as tall as Kardia Cathedral, and strongly resembled a pagoda. It had white walls, and a large decorated red door. It also had two red pentagonal windows on either side of it. Above the door was a wooden sign that read "Fairy Tail" in big blue letters, while the sign had gold trim, as well as symmetrical fairy-like silhouettes. Both of which had tails, fittingly enough. On the highest level of the pagoda, there were three flags. The one on the left was green, and had a symbol soron didn't recognize. Same goes for the one on the right, except for the fact that the flag was colored blue. The middle flag was orange and had a white symbol that looked similar to the two gold fairy-like figures on the building's sign. It was then that Soron noticed something. That symbol was also on Natsu's shoulder, in red, and the back of Lucy's right hand, in pink. Must be a guild requirement or something.

Soron was so caught up in the building's design that he didn't notice that Lucy, Natsu, and Happy were making their way inside. Soron thought about following them, but decided against it. He turned around to leave before something wrapped around his right arm and he was yanked in falling down on the floor. With a furious expression, he looked to see who had done that and saw Natsu holding the whip that was on Lucy's left hip.

"The hell was that for?!" Soron exclaimed irritatedly as he freed himself from the whip.

"You were just going to leave without getting a proper thank you!" Natsu replied as Lucy snatched her whip back.

"Maybe I don't want to be thanked by a hothead like you!" Soron said angrily.

"And maybe it doesn't matter what you want!" Natsu said getting worked up.

"Enough!" yelled a commanding voice.

Everyone looked to see the owner of the voice, and saw a short old man. The old man had white hair and a matching white mustache. He wore an orange jacket with light blue cuffs, with a white t-shirt that underneath that bore what Soron guessed was the guild's logo. He also wore orange shorts, curled shoes, and a jester-like hat on his head that only had two of the flappy things. It was stripped blue and orange. In his left hand was a wooden cane, which had a pink smiley face at the top of it. However, the old man appeared to not need it at all.

"What is going on?" the old man asked each and every one of his guild members.

"Natsu yanked a guy in with Lucy's whip," an onyx haired kid with the fairy tail logo on the left side of his chest, in blue. He was also just in his boxers which looked more like shorts.

"Grey," Lucy sighed, "your clothes."

Grey then looked down and panicked as he danced about for a few seconds.

The old man looked at Natsu sternly before he homed his eyes in on Soron.

"So," the old man asked walking up to Soron, "what could make Natsu think it was a good idea to yank you inside the guild hall?"

Soron was used to being in the spotlight as he had led a resistance, but right now… he was nervous. Something about the old guy was dangerous, and Soron's instincts told him that his answer better be good lest he anger the guy.

"I… uh…" Soron said slowly, "He thinks i have to be properly thanked…"

"Why?" the old guy asked.

"He helped us take down a giant take-over wizard," Lucy spoke up, "and he carried the giant to right outside of Balsam Village for us."

"Did he now?" the old guy asked before he grinned and held out his hand, "I'm Makarov, and the master of Fairy Tail."

"Whoa whoa whoa," Soron said backing up, "Why are you guys being so friendly to a complete stranger? For all you know, I could be a spy for crying out loud!"

"Oh," Lucy said getting nervous, "that would explain…"

"Explain what?" Makarov asked looking at her.

"He was saying that he had no idea where he was," Lucy sighed nervously glancing at Soron, "and he said he was new to these parts or something along those lines."

Makarov then looked at Soron with narrowed eyes before his expression became kind again.

"Before my children attack in fear of you being a spy…" Makarov said, "I advise you tell us who you are, where you came from, and why you're here."

Soron looked at the old man, and then everyone else before he sighed and looked down for a few seconds as he made up his mind.

"This is a long story," Soron said looking back up, "I advise everyone to have a seat."

Once everyone had gathered close enough to him in chairs, he began his story. He told them a fair amount of his past starting with when he met Ben Tennyson. He excluded the portion of the war against Vilgax except for the final battle that won the war. He ended with what happened right before he was yanked into the guild hall by Natsu. Everyone looked at him wide-eyed at the fact that he was saying he was from another universe. For a moment nobody spoke as they did their best to process what he was saying. Eventually, a white haired giant of a man spoke up. He wasn't as tall as that villainous guy soron took down that day though… one actual giant was enough for one day in Soron's mind. The man also had a scare on the right side of his face, but was mostly visible near his ear.

"Now that's what I call a real man," the man said with a smile.

"Wow," the white haired woman close to the big guy said, "all that power… and he hasn't gone mad with it? I'm impressed."

"Huh," Natsu said, "I don't get it. How does he turn into those creatures?"

"Do you even have a brain in there matchstick?" Grey asked with his arms crossed now wearing a white button down shirt, black pants, and black shoes.

"What did you say frosty?!" Natsu demanded.

"I called you an idiot flame-brain!" Grey replied as their icy and fiery auras somehow became visible while they glared at each other as they pushed against one another. Makarov closed his eyes as his left arm suddenly grew and crushed them both with his hand. Soron widened his eyes at that and was once again thankful to his instincts.

"Okay," a petite blue haired woman with small breasts wearing glasses said, "can you tell us again how you become those… aliens? I'm asking because I'm pretty sure all of us want to make sure we heard right."

Everyone except for Grey and Natsu nodded their agreement. Grey and Natsu were still unconscious on the ground. With a sigh, soron held up his left wrist and showed them his Megatrix.

"This is called the Megatrix," Soron explained, "It allows me to transform into any sentient alien race in my universe… plus some additions I created. While there's nothing magic about it, I can see why you might think it is."

"Okay," the petite woman said, "how many does it have?"

"Right now," Soron said thoughtfully, "it has about 25 aliens plus 4 custom aliens readily available."

The petite woman's name was Levy McGarden, and she was actually a very smart woman. Everyone widened their eyes because twenty-nine transformations was more than any take over wizard had in known recorded history.

"Readily available?" Levy asked as she had caught on to what he said, "What does that mean? Just how many does that thing have?"

"You're smart," Soron smirked before he said, "I'd say it has over a million aliens' DNA stored in it. I'm fine with what I got now though."

Everyone's jaws dropped further when they heard the full amount he said the watch had. They all had no idea how strong the device was, and they all wanted to know. However, they knew they couldn't force the answer out of Soron. Especially, if Soron turned into one of his transformations.

"So how long have you had that thing?" asked a man with a pipe. This man was named Wakabe.

"Two years," Soron said nonchalantly, "I built it with the help of one of the smartest beings I ever knew."

"What?!" everyone except for Makarov exclaimed. They had no idea that a human could build such a powerful device. Of course, they had no idea that Soron wasn't human and was an alien himself. They all stared with shocked expressions for about several minutes in silence. Soron was starting to get uncomfortable with the nervous silence and everyone staring at him. Fortunately, Grey was the one to break the silence.

"What exactly do these alien things do?" Lucy asked, "After all, you wouldn't have been able to take down a giant take-over wizard with one of them if they were just for aesthetics."

Soron placed his index finger and thumb on his chin with a thoughtful expression. He was like that for a few minutes as he thought of all the things he could do with the aliens.

"Let's see," Soron said finally, "There's regeneration, flight, elemental powers, super-strength, super-speed, and much more. So much, I can't name all of them off-hand."

Lucy widened his eyes at that, because if what Soron was saying was true… that'd mean that Soron was s-class at least. At most, he was equal to Makarov in power.

"Unless you have any more questions," Soron said getting restless, "I'm going to go…"

Soron was interrupted when the front entrance doors slammed open and everyone turned to look at who caused it. When Soron saw who it was, he mistook it for Gwen because of the red hair. However, the image of Gwen faded and in her place was a woman with long red hair. She wore a breastplate with the Fairy Tail symbol on it under an asymmetrical cross , some greaves on each arm with what looks like tiny metal wings at her elbows, a red skirt, and boots. This woman is Erza Scarlet.

Natsu and Grey woke up just in time to see her. As soon as they did, they suddenly began sweating in fear. However, their fear vanished as Erza Scarlet collapsed onto the floor. Sticking out of her back was a hilt which was giving off a dark magical aura.

The entire guild hurried to her in concern, but to their surprise Soron was there first. Soron had just knelt by her when they arrived.

"Whatever happened to her is NOT good," Soron said narrowing his eyes.

"Oh yeah!" Natsu yelled, "and how would you know?! You're not from here!"

Soron ignored him, and pulled out his megatrix. As soon as he selected the alien he wanted, he slapped down on it and a golden flash enveloped him causing everyone to cover their eyes with there hands. When the light ebbed, Soron was replaced by a green looking fellow wearing a black outfit with a red "X" on the chest, and a blue cape. He had red eyes, and was bald.

"Everyone," Soron said without looking at them, "silent your minds and your mouths. I need to concentrate in order to remove this damned blade."

Once he was satisfied that they had done so, he reached for Eza's back.

"It's too risky," Makarov said stopping the emerald alien, "this magical weapon is too acidic for anyone to touch."

"Then I won't touch the weapon," the alien said bluntly before he grabbed Erza and phased them through the floor leaving to fall down.

Everyone was confused as to what the alien had done with Erza. However, unknown to them the alien phased out of the floor behind the group. With another flash of golden light they turned to see Soron back to normal… except for the fact that he was wearing a different attire. This time he wore a dark blue blazer over a lighter blue long sleeve button down shirt, black dress pants, black dress shoes, and a black bow tie on his neck. On his belt was the golden Megatrix symbol.

"Uh…" Natsu said confused, "How's that supposed to be an alien? Looks just like a human."

"This form is my true form," Soron replied with a surprisingly british accent… not that they'd know what one was, "However, for some reason I was given a human body in my birth. Now stand back humans and flying cat. The doctor is in the house… so to speak."

At that, he allowed his right hand to glow with golden regeneration energy much to the shock and awe of everyone conscious in the guild. The energy also happened to look kinda like golden flames. However, when Soron touched Erza the "flames" didn't incinerate her body. In fact, they could clearly see the wound in Erza's back healing and the blood staining her armor vanishing. As soon as he was finished, Soron extinguished the energy and his hand shook a bit before settling down again. The process of saving Erza's life had taken a LOT out of him, and so he was nearing unconsciousness. As he fell unconscious he reverted back to normal and the last thing he saw was the redhead coming to.

As Erza slowly got into a sitting position, she saw a stranger in a black leather jacket with a skull on the front. She vaguely recalled a glimpse of him before she fell unconscious due to the weapon embedded in her back. As that thought went through her mind, she realized that she was no longer weak nor dying. She reached behind herself, and sure enough the weapon was no longer there. She also didn't feel like she was wounded internally, and so decided to check for any wounds with a random wooden spoon she found on the floor. There was no wound.

"How-" Erza began confused.

"It appears we have a new friend," Makarov said as he approached Erza and Soron's prone form, "He helped Natsu and Lucy defeat a giant take-over wizard, and now he has saved your life with two of his many forms."

"He's a take-over wizard," Erza guessed.

"Not exactly," Makarov said, "after I see to it that he is comfortable and not dead, I'll tell you everything he told us about himself. Then you can tell me about what happened to you."

Fortunately for Natsu, Lucy, and Grey they weren't going to be punished for taking an S-class quest without permission. Mainly because today's events had made Mokarov forget all about it. However, he will remember and when he does he'll punish them in a way never been done before.

* * *

Q/A:

Rexfan1333 asked in a review "Why kill off Ben and replace him with a OC?"

Here's my response Rexfan1333. I wanted to use my custom aliens and i couldn't do that with ben. also, people might complain since one of my characters is going to be in a relationship with Erza at some point. Ultimate10 is using the Ben/Erza pairing so if i went with Ben i'd have to pair him with someone else. Don't know who else would be a good fit.

A/N:

i apologize about the chapter's length. i wanted to make it as long as the prior one. however, i honestly couldn't think of what else could be done for the chapter/episode. also, i didn't want to do the Galuna Island arc cause it's not one of my favorites tbh. in any case, expect a canon episode to be for next chapter. it'll be done similarly to one of Ultimate10's chapters in Ultimate Fairy, but i'll do my best to make it different from his.


	3. Episode 3: Changeling

Episode 3: Changeling

Soron slowly woke up and found that he was in a strange room. It was small and didn't have much. It had a bed, a bedside table & lamp, and a small bookshelf. He slowly sat up and swung his legs off the bed and onto the floor. He heard the telltale sounds of people talking, drinking, and whatnot. He even heard the familiar voice of the white haired big guy saying "a real man" in most of his sentences. He sighed as he realized that the events he witnessed in whatever reality he was teleported to actually did happen. He stood up and headed to the door, but before he could open it someone walked in and they bumped into each other falling down. Soron massaged the bump on his head that he received as he looked at whoever had bumped into him. It was Mirajane, and she also had a bump on her head.

"Sorry about that," Soron apologized sincerely.

"It's okay," Mirajane said cheerfully as they stood up at the same time, "Neither of us expected another person on the other side of the door after all."

"Yeah," Soron nodded before a question came to the forefront of his mind.

"How long was I out?" Soron asked.

"The rest of the day yesterday and all of last night," Mirajane replied cheerfully.

"Master Makarov wanted to speak to you as soon as you had woken up," Mirajane suddenly said.

"I'm guessing it's non-negotiable?" Soron asked dryly.

"Correct," Mirajane smiled, "What the master wants, the master gets."

"You can wait for him in the main area," Mirajane said as she walked away from the door, "I'll go get him."

 **Meanwhile, in the main area of the guild hall…**

Natsu was currently standing in front of the job request board looking for a job with Grey next to him also looking at the board. Right now he was staring at a particular job request that looked a little creepy. The parchment was black, and the request was drawn in white. There was an upside down triangle on it with what looked like two eyes at the bottom corners of the triangle. Inside of the triangle was what looked like words in a strange language. To the sides of the triangle were other words written in the same language. At the top were the words "Read This" written in a spooky-like text in black with white around it forming the letters. At the bottom was the price. It was 500,000J.

"Man," Natsu remarked, "That's one creepy looking job request."

"Yeah it is," Natsu agreed.

"What you guys doing?" Lucy asked as she walked up. This time she wore alight blue shirt with a v-neck. The bottom of the shirt stopped right above her belly button, and she also wore a pink skirt with a belt on it. As usual, she wore her key ring of gate keys and her whip on her hips.

"Just looking for job requests," Natsu replied focused on the creepy request.

"What the heck?" Natsu said as he leaned closer to it for a second, "I can't even read it."

"Read what?" Lucy asked curious.

Before Natsu could reply the familiar commanding voice of Erza Scarlet could be heard right behind Lucy.

"No way!" Erza said sternly startling Lucy while Natsu removed the job request from the board to study it further. "You will NOT be taking any requests."

At a table nearby, Reedus, Cana, and a kid sat there with only two of them watching. Reedus was an overweight fella wearing a white shirt, a cliche witches, had and was currently in the process of drawing as he usually. If he didn't have arms, legs, or a head, he'd probably be mistaken for a giant beachball. Cana wore her usually light blue bikini tip, arm bands, bracelet, and black tight pants. She had brown hair as well, and right now she had a mug of beer in her hand. I know… shocker. The kid had black hair, an excited expression on his face, wore a cyan/teal/aquamarine/whatever color t-shirt.

"Do they have to be so noisy?" Cana asked annoyed.

"Who cares?!" the kid replied with a fanboy expression on his face, "They are like, the coolest!"

"You're kidding me right?" Cana asked dryly.

 **Back with Natsu…**

Natsu was still looking at the job request and now Happy was with them, and this time he wasn't hovering in the air right next to his head.

"Decipher this text," Natsu read, "and I'll see that you'll increase your wealth by 500,000 jewels."

"This one sounds like a winner to me," Natsu grinned at Happy, "what do you think?"

"Sure does!" Happy agreed pumping his arms up in a victory pose.

"So it's a translation job?" Grey asked, "that's a weird request for a guild."

Once the parchment was on a table next to them, they all stared at it. Even Erza was intrigued and decided to not prevent them from taking the job should they want to.

"Wait," Grey said, "that's some kind of crazy ancient stuff. No one's going to be able to read that."

"Hold on," Happy spoke up, "it's written in modern letters too!"

"I thought I told you," Erza said changing her mind a second time, "no jobs!"

"Oh yeah," Natsu said eagerly ignoring Erza as he leaned over the parchment, "I can totally read that!"

However, before he could he heard the sound of footsteps and turned to see who it was. Soron had just entered the main hall of the guild. Forgetting entirely about the request he grinned in anticipation. He has been wanting to fight Soron to see who was stronger for a while now, and since Soron was awake… this was the perfect time.

"Hey!" Natsu yelled as his fist engulfed in flames, "take-over wizard guy!"

Soron, however, ignored Natsu and immediately headed to the bar where he just sat and stared at nothing.

"Hey!" Natsu yelled again, "I'm talking to you, skull-shirt!"

Soron quickly figured out that Natsu wasn't going to quit, so he turned towards the hot head and narrowed his eyes at him.

"What do you want hot shot?" Soron asked dryly.

"You and me!" Natsu grinned, "We're gonna fight! Right here! Right now!"

"You want to fight?" Soron asked as he got up from the bar stool he was on.

"That's what I just said!" Natsu said

"You fight me?" Soron said as he walked towards Natsu, "you'll be in for a world of hurt."

"Alright," Natsu grinned eagerly, "I'm all fired up now!"

He then leapt at Soron with the intent to punch him. However, Soron quickly dodged the attack before grabbing Natsu's leg. Soron proceded to swing Natsu around onto a table wrecking it. Everyone widened their eyes at that, even Erza. However, what really caught her attention was the look in Soron's eyes. It was the look of someone who had literally just lost everything, and had been in a LOT of deadly battles. Soron's eyes were so cold, they could send shivers down your spine. Her musings were interrupted, when everyone gasped in shock. Soron now had Natsu in his right hand by a spot in the shoulder. If Star Trek existed in this reality, they'd recognize it as the vulcan grip or whatever it was called. Natsu then fell unconscious and toppled onto the floor with his flames extinguished.

"What's that?" Soron asked noticing the parchment in the wreckage of the table. He bent down and looked at it.

"Ugo deru rasuchi boro kania…" Soron said trailing off confused by it.

"The fuck is that supposed to mean?" Soron asked. Suddenly, a bright light shone from him, Erza, Lucy, Grey, and Happy.

"What's going on?" Macao asked as he and Wakaba walked a few steps forward.

"That's just sad," Wakaba said sympathetically, "Those kids are so scared of the master's punishment, they're actually sweating rainbows."

"That's enough booze for you," Macao remarked turning towards his friend. At that moment, the light died down and everything appeared normal. However, that changed when they began talking.

"What gives?" Grey asked as he held himself while shivering, "I'm so cold!"

That shocked everyone that weren't part of the light show.

"What?!" Elfman exclaimed as he took a step forward, "Ice wizards don't get cold you big cry baby!"

"I-i'm serious," Grey said with his teeth chattering as he shivered, "I'm super cold right now!"

Everyone stared at him dumbfounded.

"What the?" Lucy exclaimed suddenly attracting their attention, "What's going on? Why is my chest so heavy all of a sudden?"

"Hey," Macao asked confused, "are you feeling alright Lucy? Your voice seems awfully low."

"What are you talking about, I…" Grey shivered before he stared at Lucy.

"What the?!" Grey exclaimed.

"Why do I feel like I don't have any clothes on?" Happy exclaimed recovering. He then looked down at himself and exclaimed, "Ahh! I'm Happy!"

"Yeah," Macao said slowly, "We all know that."

"Oh," Natsu said finally getting back up from the floor, "Look at me Natsu! I'm you!"

At that point the guild blinked in complete utter confusion.

"Listen up!" Soron suddenly said in a strong voice attracting their attention, "Why are you all acting like idiots?!"

"Why do I feel air between my legs?" Erza asked confused. That was when Erza and Soron saw each other. Lucy and Grey did the same while both Natsu and Happy also looked at each other. After a few seconds of blinking, they all exclaimed.

"Why am I over there," they exclaimed in unison, "when I'm over here?"

Erza was the first one to figure it out which prompted him to facepalm forgetting that he had an armored hand on. That caused him to yelp from the pain much to Soron's irritation.

"Ow," Erza muttered before she shook her head clear of the pain.

"Listen up you dunderheads?!" Erza yelled getting the body-swapped wizards to stop what they were doing.

"What?" Lucy asked with her deep voice.

"We have switched bodies," Erza said bluntly.

Everyone except for Soron and Erza blinked at that completely baffled.

"That," Soron said with his thumb and index finger on his chin, "actually makes sense."

Lucy/Grey began freaking out and shivered even more uncontrollably.

"Why did this happen?!" Lucy/Grey chattered, "Can we return to our normal bodies?!"

"I agree wholeheartedly, Lucy," Grey/Lucy said suddenly in just her lacy bra and thong much to everyon's shock… especially Lucy/Grey's. However, it was the final piece that proved they had switched bodies.

"Nononononono," Lucy/Grey said pale eyed as a fair amount of the perverted guild members drilled at the sight of her in such an attire, "p-p-p-p-put s-s-s-s-s-some c-c-clothes on G-g-grey!"

Grey/Lucy looked down and panicked. Of course, a normal guy in that situation would get curious. They'd start massaging their breasts they suddenly acquired. That would lead to them getting turned on, and the rest doesn't need to be said… or in this case typed. However, Grey being the clueless person without a sex drive as always panicked. He immediately grabbed Lucy's clothes.

"That's Grey for yah," Happy/Natsu said weirding out everyone in the room except for Happy/Natsu.

"Hey!" Erza/Soron said looking at her body, "Don't you even think about fondling my assets."

"Don't worry. I'll stay as prude-like as possible while in your body," Soron/Erza said with his fingers crossed behind his back, "Scout's honor."

Soron/Erza then posed flirtatiously as he/she winked at Erza/Soron. Much to Soron/Erza's surprise Erza/Ben blushed a little bit before turning away quickly. Fortunately for Erza/Ben nobody else had seen it.

 _What was that about?_ Soron/Erza thought as she got back into the normal rigid pose Erza's body is used to.

"The ancient Unpela-spell has been cast," said a wise gravely voice suddenly from the doorway Soron had come from. Right next to him was Mirajane. He was wearing the same outfit from the day prior.

 _Doesn't he have anything else to wear?_ Soron/Erza sweat-dropped.

"You kids not feeling like yourselves today, huh?" Makarov asked as he walked towards them.

"What exactly is going on?" Erza. Natsu. Happy, Lucy, Grey, and Soron asked in unison.

"That request you read from?" Makarov explained, "that was put there by me. As a way to serve as your punishment for illegally taking an S-class quest."

"Why am I being punished?!" Erza/Soron exclaimed, "I didn't do anything wrong!"

"The spell effects everyone right next to it," Makarov explained, "I'm guessing you're Erza, and Soron is you?"

Erza/Soron and Soron/Erza nodded at the same time.

"My sincere apologies to the both of you," Makarov.

"But at least now you two can get to walk in each other's shoes," Makarov grinned, "and get through each other's barriers all the quicker!"

"Why you little imp!" Soron/Erza explained as his eyes glowed red while a dark aura emanated from him/her. Same went for Erza/Soron. Everyone except for Makarov quickly scooched back afraid of both of them.

"Change. Us. Back. Now," Soron/Erza said darkly as he leaned towards Makarov.

"Nah," Makarov said, "not my problem."

"Not your problem!" the affected wizards and Soron exclaimed.

"I didn't read it," Makarov shrugged, "besides its not as if the spell's going to kill you. It'll just make it so that you'd permanently be in the bodies you now have once the time's up."

"How long till then?" Erza/Soron asked.

"Roughly thirty minutes," Makarov said, "also, your magics remain with their bodies."

"Best of luck to you, kids," Makarov added as he resumed his walk away."

"Oh great," Natsu/Happy grumbled, "now all I got is this stinking flying power! I'll be motion sick all the time now!"

"Pipe down yah fleabag," Grey/Lucy said to Natsu/Happy.

"What did yah call me, chest mountain?!" Natsu/Happy yelled angrily.

That was when Natsu/Happy and Grey/Lucy started their usual fighting. However, Erza/Soron and Soron/Erza quickly separated the two. Soron/Erza grabbed Grey/Lucy by her left tit and twisted the nipple… hard. That caused Grey/Lucy to cry out in pain. Erza/Soron merely stomped on Natsu/Happy keeping the cat's face to the ground.

"Stop touching my boob, yah pervert!" Lucy/Grey yelled angrily.

"You would've done the exact same if you were me," Soron/Erza replied.

"Well," Lucy/Grey chattered, "I… no… o-o-o-o-okay you're r-r-r-right."

"Let go of the boob," Erza/Soron said attracting Soron/Erza's attention, "ot I'll pop one of your testicles."

Soron/Erza widened his eyes at the look of resolve in Erza/Soron's eyes. Erza/Soron had her right hand in between her crotched clearly clenched around the nutsack.

"Okay," Soron/Erza said backing off and letting go of Grey/Lucy who immediately began to massage the pain away. However, Lucy/Grey ran over and stopped him so she could do it herself. Macao and Wakaba all had droll coming from their mouths cause of this scene.

"How long have they been in different bodies?" Mirajane asked worried.

"About sixteen minutes," Levy said as she walked over to the parchment and looked at it with her magical glasses on, "which means they have fourteen left."

"Oh dear," Mirajane said worried.

The affected wizards and Soron stopped what they were doing and raised their eyes in fear at what Levy said. They began to realize that they might be stuck as their opposite genders with different powers. However, Soron quickly realized something.

"Erza!" Soron/Erza called over to Erza/Soron.

"What?" Erza/Soron asked still not happy with Soron/Erza for twisting Lucy's body's left boob.

"Change into my timelord form!" Soron/Erza said walking over to her.

"Huh?" Erza/Soron said confused.

"Oh give me my arm," Soron/Erza said impatiently as he grabbed his body's left arm. Erza/Soron immediately slapped him hard. Nobody would know it, but Erza/Soron's heart was beating rapidly which began when Soron/Erza grabbed Erza/Soron's left arm.

"I wasn't going to be weird," Soron/Erza said before he smrked wickedly as he added, "but since you decided to hit me…"

He then reached his right hand down towards his crotch and lightly touched Erza's pussy and rubbed just between the pussy lips. That caused a sexy moan to come from Erza's body. Erza/Soron's eye twitched before leaping at her body knocking them both to the ground with Erza/Soron on top.

"Do that again," Erza/Soron snarled, "and I'll have Makarov perform an enchantment to make your body a girl tonight!"

"Wouldn't be the first time," Soron/Erza remarked dryly before he got red in the face. Erza/Soron was confused as to why, but realized it as she felt something hard between soron's body's legs touching something soft. Erza/Soron looked down and saw that whatever the hard thing was… it was touching her own body's vagina.

"They're in luuuv!" Happy/Natsu said nearby.

Erza/Soron and Soron/Erza quickly stood back up and recovered themselves. They then looked at Happy/Natsu and then each other before punching him in the face knocking him out. Soron/Erza with his/her right fist and Erza/Soron with her/his left fist.

"I'm going to grab my arm again," Soron/Erza said, "because I need to turn you into my timelord form."

Erza/Soron nodded an okay before Soron/Erza grabbed his own arm again. This time, Erza/Soron felt her heart skip a beat. However, she didn't slap Soron/Erza this time. After Soron/Erza was done a golden flash emanated and once the light ebbed Soron's timelord form was there.

"My word," Erza/Soron remarked in a British accent, "I somehow feel far smarter than normal."

Erza/Soron then walked over to Levy and looked over Levy's shoulder.

"Ah hah!" Erza/Soron said with a grin after five minutes, "That's what needs to be done!"

 **Later, after everyone was normal again…**

Soron was outside of the guild staring at the city of Magnolia when he heard the sounds of footsteps walking on dirt coming his way. He didn't even turn to look as the person stopped next to him.

"Not what you're used to, is it?" Makarov asked as he too stared at Magnolia, "The designs of the buildings, and how peaceful everything looks."

"No," Soron admitted before looking down at the old man, "What did you want to talk about?"

Makarov didn't answer for a few minutes as he thought of how he wanted to say it.

"You saved one of my children yesterday," Makarov finally said looking up at Soron, "and that has earned you a place in Fairy Tail… if you want it."

"Maybe one day," Soron said slowly as he looked back out at the city, "but for now… I need to find out where I belong in this world. I also need to be alone for a while. I have led a resistance for two straight years, and that requires me to be surrounded by people. Right now… that's the opposite of what I need."

"Just remember," Makarov said, "you will always have a place here in Fairy Tail. Fairy Tail isn't just a group of random wizards of all shapes and sizes. It's a family, and we take care of our own."

Soron nodded once before he activated his Megatrix and in a golden flash of light… a manta ray like alien colored red with golden eyes, clawed hands and feet appeared. He suddenly blasted off through the sky leaving the Fairy Tail guild behind. Makarov quickly turned around when he felt an unusual energy coming from inside the guild hall.

* * *

Q/A:

Lenz012696 asked "Will there be an Edolas version of your OC?"

There might be, and there might not be. I honestly haven't decided. If I do, it won't be obvious and will be under a different name undoubtedly. Could even be a different gender. We'll see.

once again, this is a short chapter. In any case, for when the characters swap bodies i'll be having it so that the person's name that entered a body will be before said body. for example: Mirajane/Elfman. mirajane is in elfman's body, and same for the other way around. However. that will NOT happen in this. also, soron & Erza haven't fallen for each other yet... as far as they know. Soron's body is just sexually attracted to Erza's body which is a normal human reaction. i'll wait till after the events of the Fighting Festival arc to put their status as "couple."


	4. Eoisode 4: The New Animo?

Episode 4: The New Animo?

On a hillside in Fiore was a village. It was comprised of log buildings, and occasionally tents. This village was a mile or so away from the nearest castle. Normally, it is the safest village due to its proximity to the castle. Unfortunately, that was not the case today as the village was in flames. There were corpses on the ground, and they were almost all of the villagers. The only ones that weren't killed were the women and children, because the attackers not only desired to conquer the country. They were also in the slave trade business. Right now, there were two attackers hurrying away from the camp as they chased two figures. The two figures were on their teens. One was a brown haired boy with blue eyes, and the other was a girl with long blue hair and hazel eyes. The boy wore a black trench coat over a black shirt, had black leather pants on, and black boots. The girl wore a sleeveless shirt that had a v-neck and was colored white, wore a short black skirt, and black running shoes with tall white socks. As she ran, her boobs bounced. Her boobs were c-cup size. They also happened to be proportionate to her 5'1" frame. The boy was 5'9" and he had the girl's hand in his as he pulled her along behind him. The two teens were siblings as well… only because they both lived in the village's orphanage till now.

Igrao Celors, which was the boy's name, looked behind them for a few seconds and saw the attackers getting closer. He then put on a burst of speed to get him and the blue haired girl further away. Shuzy Eedfu, which was the girl's name, hurried as well because she was frightened of what they might do if they caught her.

"Hurry Shuzy!" Igrao yelled as they were nearing the forest that was nearby to the village, "we can't let up for a second!"

"I'm doing my best Igrao!" Shuzy replied.

Once they reached the forest, they continued running till the were further in. Once they reached a certain point they both hid behind a tree as the two attackers ran past. Igrao then helped Shuzy climb up the tree before he did the same as well. The attackers wore vicious looking armor, and had jagged swords on their hips. One of them had lost his helmet and was obviously human, but the other still had his demonic looking helmet on and cause of that his eyes glowed red.

"Where'd they go?" asked one of the attackers as they stopped to look around.

"No idea," the other one replied as he scratched his helmetless head.

"It'd take forever to find them in this forest," the first one said annoyed.

"What if we just say that they had been attacked by a Forest Vulcan?" asked the second one.

"That'd be believable," the first one said nodding, "Yeah. Those creatures do exist in this part of Fiore after all."

"Let's get out of here," the second one said as he turned to go back the way he had come.

"Yeah," the second one agreed as he did the same. Igrao and Shuzy stayed still in the tree for what felt like an hour till they figured it was safe to get down. As soon as they were down from the tree, the attackers reappeared and slashed down at them with their swords.

Igrao pushed Shuzy out of the way and got slashed for his trouble. The two swords gouged into him wounding him greatly.

"Igrao!" Shuzy cried out as she stared in horror as Igrao fell to the ground with a spray of blood following him.

"You two shouldn't have run," the one in the demonic helmet said as he prepared his blade, "now you have to die."

At that, they charged at Shuzy. However, unknown to them Igrao had gotten back on his feet. He had also summoned a sword in his right hand as he stared at them.

"Hey!" Igrao yelled, "Why don't you pick on someone your own size?!"

They both stopped and turned to stare at the boy they thought to be dead.

"Impossible," the helmetless one said, "nobody can survive our blades!"

"Where'd you get that sword?!" demanded the one in the demonic helmet.

"Maybe I pulled it out of my ass," Igrao smirked as he held up his blade.

The two attackers rushed at Igrao, but unlike before he was ready. He parried helmet guy's blade and dodged helmetless' blade right before spinning around to deliver an attack of his own. Even though he was fatally wounded, he was incredibly fast and kept up a very good defense. That fact merely pissed the attackers off prompting them to swing a lot more wildly and with all their strength.

"How are you still alive?!" human face demanded once he and Igrao locked swords.

"A little something I like to call…" Igrao replied as he did a spartan kick knocking the guy back, "willpower!"

Suddenly, helmet guy's sword stabbed into Igrao's back and out of his chest causing him to cry out in pain.

"You're a skilled fighter," helmet guy said in Igrao's ear, "unfortunately for you, you neglected to mind your surroundings."

"Shut up," Igrao said as he flipped his sword as to stabbed behind him and into the attacker's stomach. They then both fell to the ground and Igrao lost hold of his sword. As much willpower as Igrao has, he lost too much blood. There is no way he can keep on fighting this day even if he doesn't die. His vision was getting blurry, but he could make out the remaining attacker walking up to him.

"Time to die," human face sneered as he held his sword up in preparation to decapitate Igrao.

"Ice Dragon Iron Fist!" yelled Shuzy as she punched the man hard enough to send him into a tree causing his neck to snap. She had what looked like glowing blue energy in her right fist. She also had an enraged expression. She then knelt down next to Igrao and grabbed the jagged blade protruding from Igrao's chest. Suddenly, the blade began freezing and she snapped it once it was cold enough. She proceeded to do the same for the portion of the sword protruding from Igrao's back.

"Don't you dare die on me!" Shuzy yelled as tears streamed from her eyes, "You promised that you wouldn't leave me alone!"

Igrao didn't respond as he had already fallen unconscious, and Shuzy grabbed him to pull him into a hug as she cried her heart out.

" _We can send you two to a place far away from here,"_ said a whispery voice all around her. She looked around to see who had spoken, but didn't see anybody.

"Who's there?!" Shuzy called out.

" _We are forest nymphs,"_ the voice replied, _"We are all that remains of the magical world save for you and your friend. Our time is nearing its end, but yours doesn't have to."_

"We can't escape these monsters," Shuzy said bitterly, "Manifest destiny. That is what the world is about now."

" _On this world, yes,"_ the voice replied, _"but there are many others. We are connected to them, as they are to us. Unfortunately, the connection is ebbing as magic wanes from this world. Magic is all but forgotten by now."_

"Please," Shuzy said with hope back in her eyes, "please help us."

" _Of course,"_ the voice replied, _"Good bye, and good luck in your new lives."_

With that, the ground trembled and a archway of swords appeared. Shuzy watched as blue energy glowed inside of it.

" _Hurry,"_ the voice said one final time, _"We can not hold the connection for long."_

At that, Shuzy struggled to pick up her brother and carried him slowly through the gate after grabbing the sword he had impaled one of the attackers with.

 **Meanwhile, in another reality…**

As she walked over to the board with jobs tacked to it, a glowing blue light appeared in the middle of the cafeteria attracting everyone's attention. When the light had finally ebbed, two figures were evident. Shuzy stood there with tears still streaming down her face before she collapsed unable to hold onto Igrao's unconscious form anymore.

"Who the hell are you?!" Natsu yelled preparing to fight, "and how did you get here?!"

"Please," Shuzy said looking at all of them, "help."

"Stand down," a gravelly voice said to everyone that had prepared to fight. They looked at the main doors and saw Makarov standing their with light shining in behind him. He had clearly just come in from talking with Soron. He then walked over to Shuzy and her brother and knelt by them.

"What happened?" Makarov asked kindly. Shuzy looked at him, and saw nothing but kindness in his eyes. So, against her better judgement, she told him everything that happened up to this point. The guild was silent as she did so, and that allowed everyone to hear her.

Makarov then looked at Igrao before he gently picked him up showing surprising strength. Shuzy also stood, but when she made to follow Makarov who began heading to the exit she was stopped by Elfman.

"He'll be alright," a tall white haired man with a lot of muscles and a scar next to his right eye, "She's taking him to a very good healer we know."

Shuzy didn't say anything as she watched Makarov leave, but took his word for it.

"So," Elfman said looking at her, "what's your name?"

"Shuzy Eedfu," Shuzy said looking at the man.

"Well," said Macao as he walked up, "Welcome to the Fairy Tail guild hall."

 **A few days later, with Soron…**

Soron was now in a forest a fair amount of miles from Magnolia. He hadn't moved from the forest in a while as he decided to set up camp to help him think of his new life. However, while he was immersed in his thoughts a big derpy looking ape with a bit of a long face that had green fur everywhere except its hands, face, feet, chest, and abs thumped clumsily towards him. The ape creature scratched its head at soron who was staring at a carefully made fire. The ape leaned towards him, and sniffed long an hard before cringing back in revulsion.

"No like man!" the ape creature said angrily as it reached for Soron.

Suddenly, a golden flash of light enveloped Soron and in his place was a bipedal tailless tiger with a claw coming out of each hand. There was also the golden symbol of the Megatrix on his chest. The ape cocked its head in confusion and scratched its crotch absentmindedly.

" **RATH!"** the tiger yelled before staring angrily at the ape creature.

"LET ME TELL YOU SOMETHING GREEN APE CREATURE!" Rath yelled with a finger pointed at the Vulcan, "I'M GONNA SNAP YOUR LEGS AND TIE THEM TOGETHER LIKE A BALL OF STRING AND THEN SHOVE THEM UP YOUR NOSE FOR TRYING TO GRAB ME!"

"Uh…" the Vulcan said dumbly, "putty tat."

Rath blinked twice at the fact that the Vulcan could talk, albeit dumbly, before shaking his head and leaping at the creature. He rammed into the Vulcan knocking them both to the ground. However, Rath quickly stood up and jumped towards the Vulcan's face. He immediately began punching with both fists over and over again.

"Me no like putty tat!" the Vulcan yelled as it grabbed Rath and threw him through the air.

"LET ME TELL YOU SOMETHING INERTIA!" Rath yelled angrily, "RATH DOESN'T LIKE YOU RIGHT NOW!"

His flight through the air ended as he landed in a random village. This village wasn't found on any map, because it was so unimportant to the kingdom of Fiore the mapmakers bypassed the city as if it was plagued. They rarely had visitors, and never saw any creatures other than human beings before.

When Rath got up to his feet he stared around and saw that he was on the floor of some church. Around him were broken planks of wood, and then when he looked up he saw the hole he came through.

"D-d-d-demon," panicked several of the church-goers.

"Seize that pussy!" yelled one of the closer church-goers.

"PUSSY?!" Rathe exclaimed angrily, "I'M NO PUSSY! I'M RATH! NOW GET IT RIGHT!"

However, the people weren't listening as they rushed at him. With a growl, Rath began tossing people all over the place. Some went flying into pews, some wend cartwheeling through the air, and others just knocked into each other.

"Stop!" yelled a new voice attracting everyone's attention… with a look of fear. Rath wasn't afraid at all. Rath had one of the church-goers in a headlock with his knuckle prepared to noogie the guy.

Rath raised his eye at what he saw. There was a guy wearing some sort of horned helmet on his head that was strapped under his chin. He was fairly thin looking, had long white hair, and wore glasses. He had a grey shirt on, and his pants were a darker shade of grey as well.

"I need that specimen for my experiments," the man commanded, "Bring it to my castle."

"LET ME TELL YOU SOMETHING HORNHEAD!" Rath yelled as he raised the guy in the air.

"RATH WILL NOT TAKE PART IN ANY EXPERIMENTS!" Rath yelled as he threw the unfortunate man at the guy with the helmet. Suddenly, energy blasted from the horns straight at the man and a pigeon that flew too close. Suddenly, in a flare of bright white light they were gone. In there place was a creature that was part man, part pigeon. It had two white feathered wings coming from its back, bird like legs that happened to have knees as well, a human head with feathers for hair and a beak for a mouth, no nose, and eyes that were slightly bird-like while retaining the human design. Each of its hands had three taloned fingers, and feathered arms.

"Bring me that creature," the man demanded. With a squawk, the bird-man flew at Rath at impossible speeds. Suddenly, Rath was grabbed and taken to the man. Rath struggled in bird-man's impossible grip as he glared at the man.

"Such an interesting creature," the man said as if talking about a new breed of animal, "It appears to be feline, and yet there is no tail, it can talk… rather loudly, and only has a claw coming out of the back of each hand?"

Rath tried to grab the man, but bird-man quickly pecked at him knocking the Appoplexian out.

"Good job," the man smiled, "take it to my castle."

 **Back at the Fairy Tail guild hall…**

Shuzy and Igrao had just finished telling the guild of their recent history gaining some looks of sympathy from the women and wide eyes from some of the men. Elfmen was going on about how "a real man should not have to be saved by a woman" which gained some narrowed eyes from some of the women. They did think that he was meaning that women were the ones destined to be damsels-in-distress even though he didn't mean it that way. Makarov was once again the only one quiet as he sat with his eyes closed.

"Two more people from an alternate reality?" Levi asked with a bored tone, "Does this mean we'll just keep getting more and more strangers from alternate realities arriving at our guild hall?"

"I doubt that Levi," Lucy said honestly, "however, I am shocked that two more appeared not long after Soron went off on his own."

"Hey!" Natsu yelled as he walked up to Shuzy with his fist engulfed in flames, "Why don't we fight to see who's the strongest dragon slayer?!"

"You just got your ass handed to you once this week, Natsu," Mirajane sighed, "Are you sure, you really want to fight again?"

"Course I do!" Natsu said eagerly, "besides, I've got a fire in my belly and its eager to get out."

"No fighting non-guild members, Natsu," Makarov said calmly drinking a mug of beer, "try it again, and I'll have you cleaning the floor with your tongue."

Several of the guild members shuddered at how disgusting that was, and since it was Makarov who said it they knew he'd do it. Natsu, of course, was undeterred.

"Come on lady!" Natsu said with a grin towards Shuzy, "What do you say?"

"I'd say that you need to go to the doctor," Shuzy said before turning towards a different guild member.

"What do you-" Natsu began before several members of the guild laughed at him.

"Looks like you peed your pants Natsu!" laughed Grey who was wearing a white button down long sleeve shirt, black pants, and shoes again.

Natsu looked down and sure enough, his crotch was darkened cause of the water dripping down.

 _Yep. Shuzy'll definitely fit around here,_ Lucy thought as she watched the scene with a smile.

The only one not having a laugh was Erza, who allowed a small smile, as she was deciding on what job to take. Eventually, she decided to forgo the jobs listed on the main floor. With that, she walked up to the second floor and through the doorway up there to where the S-class jobs should be listed. A few minutes later, she came walking down the stairs once again but this time with an s-class job request in her hand. It was a request for someone to take down a crazy wizard that specializes in combining all forms of life into new abominations that he can control. Apparently, he was coming up with more and more ideas for what to combine. He also took control of a town that nobody cared enough about to place on a map. Normally, she'd go on her own but for this one… she'd rather not risk it. She looked around the room searching for who could join her on this one before she centered her eyes on Natsu and Grey… who had somehow gotten undressed again.

"Natsu," Erza said walking towards them, "You're coming with me."

"Yes ma'am!" Natsu said fearfully.

"What job is that Erza?" Mirajane asked curiously seeing the parchment in Erza's left hand.

"Taking down some crazy wizard using humans and animals to create abominations," Erza replied.

"Be careful," Mirajane said with concern, "some of the wizards that tried to do that one mysteriously disappeared… or so has been rumored."

"Understood," Erza nodded before looking at Grey.

"What?" Grey asked as terrified as Natsu.

"You're also coming with me," Erza said before she grabbed Natsu who was trying to sneak away, "and put your clothes back on."

That caused Grey to look down panicked realizing he had stripped once again without his knowledge.

 **Back with Soron…**

Soron was now in a small cage asleep and back to his original form. Unknown to him, he had reverted back to normal in mid-flight to the castle. However, now he was waking up and when he did he jerked up banging his head on a cage.

"Ow," soron grunted as he massaged the spot he banged. Once his head's pain had gone down he looked around. He saw that the cage he was in a dark room hanging on the ceiling thanks to a chain at the top of the cage which led up. All around him were other cages full of abominations, normal humans, and normal animals. Each and every one of the humans had their clothes stripped from their bodies too. That included Soron, even though he didn't realize it. He tried to touch a bar, but was zapped before he could.

"Son of a bitch!" Soron yelped touching his neck.

When he did, he found a collar there. It felt like a normal collar, but then he realized that he was in a world that had a lot of magic and odd looking apes. He grimaced as he realized that there was no way he could get rid of the collar… except by using his martian form. He looked down at his wrist, and saw that it was bare. He widened his eyes in panic, because his Megatrix had been stolen!

He then also noticed that he was as nude, other than the collar, as the day he was born. He was shaken out of his musings when a door below opened allowing light to be spread into the room. He watched as a figure walked in. He couldn't make the figure out, but it definitely didn't look like the horned guy. Especially, since the horns weren't part of the shadowy figure.

"Ah," the figure said revealing itself to be the crazy horned guy, "you're awake. Now that you are, we can have a nice chat about your fancy wrist item."

"Sure," Soron said angrily, "and then I'll kick your ass into next week."

"I don't think so," the wizard sneered, "in fact, I believe I'll turn you and a random dog I found into the same being. That way, you'll be very loyal to me and follow my every word. You'll become the first of many warrior slaves I'll use to take over all of Earth Land."

Before Soron could respond, his collar zapped him again rendering him unconscious. When he woke up, he found that he was in a laboratory of sorts strapped to a table. Next to him was a dog inside of a cage looking terrified and in pain. In front of him was a giant device. However, what terrified him was the fact that his precious Megatrix's emblem was placed as the lense of the device. Fortunately, it was inactive and the crazy wizard was nowhere to be found. He tried pulling on the bindings but they were strong enough that not even Ultimate humungousaur could break free. Realizing that there was no way he could escape, he relaxed and began losing hope of ever staying himself and being free. However, that's when HE showed up.

"Not much of a superhero just giving up like that, are you?" asked a familiar voice attracting Soron's attention. He widened his eyes when he saw a white "10" on a green leather jacket.

 **With Erza, Natsu, and Grey…**

The trio were on a car that uses magical energy to operate, and they were on the road that lead to the unnamed village. Of course, they didn't know about it till Makarov told them of it. As usual, Natsu was leaning out the window with a green expression and his eyes swirling due to his motion sickness. Erza on the other hand was sitting in the front seat operating it while Grey was in the passenger area with Natsu to keep him from falling out of the car either accidentally or on purpose. They had made it halfway to the village, but as the ground on either side of the road looked exactly alike it didn't look like they got far at all.

"Erza," Grey asked from his part of the car, "how much further do you think the village is?"

"I don't know," Erza replied honestly, "but I hope it's only a few miles from here at the least."

"At the most?" Grey asked.

"Ten," Erza replied with an exhausted tone. She was getting exhausted, because the car drains a wizard's magical energy.

"Erza," Grey said sounding concerned, "If you want me to, I'll take over. It sounds like you're reaching your limit of how long one can endure operating these cars."

"I'm alright Grey," Erza assured him, "but thanks for your concern and offer."

Grey just stayed silent knowing that when Erza says something she sticks with it no matter what.

 **Back at the castle…**

Soron dropped his jaw as he looked at Benjamin "Ben" Tennyson. He blinked several times thinking he was just seeing things. However, the famous Ben 10 stood there still.

"How… where…" Soron stuttered confused.

"I'm not actually here," Ben said as he walked up to him, "In fact, I'm not actually Ben."

"Huh?" Soron said even more confused.

"Let me clarify," Ben sighed, "I'm the symbol of your heroic side… albeit its not that strong.

"Especially, since you prefer doing things for money," Ben added with a frown.

"Are you saying that you're my subconscious?" Soron asked narrowing his eyes.

" _Close enough,"_ mind-Ben replied.

"Well," Soron said, "why and how are you appearing?"

" _You've given up,"_ mind-Ben replied, _"and superheroes don't give up… EVER."_

"These bindings are too damn strong!" Soron countered, "Also, the prick took my Megatrix!"

" _So,"_ mind-Ben said bluntly, _"Summon it to you."_

Soron snorted at that, because such a thing is impossible. However, mind-Ben looked at Soron with a serious expression.

" _If you don't believe me,"_ mind-Ben said narrowing his eyes, _"Then do it anyway. Prove me wrong. You've been trying to do that to Ben Tennyson all your life, and you're still doing it even after he's dead."_

At that, mind-Ben vanished as Soron blinked at the sound of a door slamming. He looked for the source of the noise, and saw that crazy wizard guy walking down with a guy being dragged by a chain connected to a collar on his neck. Soron quickly looked away upon realizing that the guy was as naked as he was. His face looked just like Sam Witwer from Smallville season 8.

"Now then," the crazy wizard said, "tell me what I want to know, or I'll slowly devolve this man to nothing more than an atom. How does your wrist device transform you into that loudmouth of a feline?!"

"Don't tell him-" began the man before the crazy wizard zapped him with what looked like a magical taser. The crazy wizard kept zapping him causing him pain, and Soron did his best not to care. However, his recent vision of Ben brought back feelings of the time he acted like he didn't care and people he did care about were killed because of it.

"Stop!" Soron yelled, "I'll tell you! Just spare his life!"

The crazy wizard sneered victoriously, while the unfortunate man stared at Soron in both relief and disappointment.

"Good," the crazy wizard said walking forward dragging the man along.

"It'd be much easier to show you." Soron said thinking quickly

"You think me stupid?!" the crazy wizard exclaimed angrily.

The wizard then began zapping both of them at the same time causing them immense pain starting from their genitals to the rest of their bodies.

 **Just outside the village…**

Erza panted from exhaustion due to operating the car the entire way, but she had enough magical energy left that she wouldn't be completely useless. Natsu was spouting out a torrent of flame from his mouth in excitement over no longer being in a vehicle. Grey on the other hand was back in only his boxers.

"Settle down Natsu," Grey said rolling his eyes at the hothead, "unless you want the guild in trouble for accidentally burning down a village again."

"What did you say stripper?!" Natsu yelled glaring at Grey.

"You heard me flame-brain!" Grey shouted as they both leaned at each other with their icy and fiery auras clashing.

"Stop fighting you too," Erza said getting them to stop immediately.

They quickly wrapped their arms around each other friendly and fist-bumped with a terrified forced grin on their face.

"Aye," they said in unison.

"Good," Erza said turning around, "and Grey… put your clothes on."

Grey looked down and panicked once again upon realizing that he was just in his boxers. Before anything more could be said, they heard a couple of screams coming from a castle a ways past the village.

"Guess that's where the wizard lives," Erza said grimly at the sounds.

"Then why don't we go storming in?!" Natsu said eagerly with a fist engulfed in flames. Grey on the other hand finished getting back in his clothes.

"We need to get information first," Erza said looking at them.

"I hate to say it," Grey said nervously towards Erza, "but the fire-muncher's idea may be the only option. Especially, since he's in control of the village."

Erza stayed silent for a few seconds before she realized that Grey was right.

"Alright," Erza said, "You two go assault the castle. I'll gain as much info as possible before joining in."

Natsu immediately ran as fast as he could towards the castle, and in the process he left a dust trail in his wake. Grey hurried as fast as he could, but he didn't have Natsu's natural physical strength so he had to run like a normal human. That left Erza to deal with gaining info. She walked in with purpose and then went straight towards the nearest villager she could find. It happened to be the wife of the man that became part pigeon and part man that day.

"Excuse me," Erza said gaining the attention of the woman, "I need to know everything you know about the crazy wizard that lives in that castle over there."

 **At the castle…**

Soron and his torture buddy screamed until the crazy wizard let up on the tasering. However, as soon as he had done that the castle shook causing the crazy wizard to drop the taser and the chain he was using as a leash to drag the man around with. The crazy scientist grew furious as he stormed out of the laboratory leaving them locked inside in order to see what caused that tremble. They didn't do a thing as they recovered from the electrocution. However, as soon as they did the guy got to his feet and stumbled over towards Soron. Apparently, soron was a bit of a masochist as his dick was fully erected. That was unfortunate as the stranger stepped on the chain connected to his collar and tripped. He couldn't stop himself from falling and landed on Soron's crotch. Specifically, his face landed there… with his mouth open due to the surprise of tripping. Now his mouth was around Soron's hard-on. Normally, soron would push the guy off of him because he wasn't gay. However, he was bound so he had to wait till the guy removed himself from his hard-on. Fortunately, the guy quickly got off of soron. In the process, Soron's dick was no longer inside of a man's mouth.

"Sorry about that," the man said genuinely apologetic and a bit disgusted.

"Wasn't your fault," Soron assured him, "but please do your best to NOT do that again."

"Agreed," the man said as he began releasing Soron from the restraints. As soon as Soron was free, he began massaging his aching body and stretching feeling back into them. He then hurried over to the device and removed the Megatrix lense from it before grabbing the rest of the Megatrix which was conveniently on a small table that looks like what a dentist would use. As soon as the device was back in one piece, he placed it on his left wrist.

"What is that device?" the man asked confused.

"Just watch," Soron smirked. He then activated it, slapped on the dial. In a flash of golden light, Soron was gone. In his place stood… a small blue monkey with four eyes, four arms, two legs.

"Spider-monkey?" Soron asked to himself before he made monkey sounds. He then facepalmed before running on all six towards the door and then leaping at it. He struck it with his feet, but after he backflipped off of the door to the floor again he saw nothing had happened.

"Oh great," spider-monkey said, "looks like the door is too tough for this chimp."

He then slapped the Megatrix, and in another golden flash the arachnichimp was gone. In its place was a red four armed guy with four gold eyes wearing the same outfit as Ben 10: ultimate Alien's four arms. The symbol was still the golden Megatrix emblem though.

" **Four Arms!"** Four Arms yelled and when he looked at himself, he smirked.

"Now we're talking," Four Arms smirked as he walked over to the door and spartan kicked the door off its hinges. However, when he turned around he saw that the man who had freed him was staring open-jawed and wide-eyed.

"You just going to stand there," Four Arms asked raising an eyebrow, "or are you going to help me take that crazy guy down?"

That shock the guy out of his… well… shock. The guy then hurried up to the Tetramand still in awe of his appearance.

"We don't have all day," Four Arms said as he ducked low and walked through the doorway with the guy right behind him, "We still have to free all of his human and animal captors. The abominations… can stay as they are till they get returned to normal."

The guy nodded his head in agreement before he began heading towards the room of cages, but was stopped by one of the Tetramand's arms. The guy turned to look at the alien.

"Never got your name," the Tetramand said, "just who are you?"

"I am Isdarg Chabil," the man said, "and you are?"

"This guy is Four Arms," the Tetramand replied, "the blue monkey is Spider-monkey. However, my real name is Soron MacLeod."

Isdarg and Soron then hurried their way to the room of cages in order to set free the men and women imprisoned by that crazy wizard.

 **A minute ago, with Natsu…**

As soon as Natsu reached the castle he engulfed both of his fists in flame and bashed through the door causing an explosion. He looked around and wasn't very impressed with the interior. The entrance lobby was… bare to say the least. However, that quickly ended when a man wearing a strange looking horned helmet walked into the room.

"A kid?!" exclaimed the crazy scientist, "A kid destroyed my front doors?!"

"Not just any kid!" Natsu boasted, "I'm Natsu Dragneel son of Igneel, and I'm a member of Fairy Tail!"

"Fairy Tail…" the man said paling a bit recalling stories of their feets. However, he quickly perished the thought because Natsu was a kid. After all, a kid couldn't do anything to disrupt his plans.

"Congratulations fly," the crazy guy sneered, "you've been upgraded from experiment…"

"to food." the psycho finished as one of his abominations appeared behind Natsu. The abomination looked like a cross between a lion and a dragon. Natsu looked around and paled at what he saw. He then became enraged once he noticed the dragon aspects of the creature.

"You bastard!" Natsu yelled as flames emitted from his person getting bigger the angrier he got, "You combined a baby dragon and some feline together! I will not let you get away with this unpunished."

"Eat him!" the psycho yelled to the abomination, "Eat him my pet!"

The lion-dragon opened its furry scaled jaws and tried to bite on Natsu. However, Natsu wasn't there anymore. In fact, he was running straight at the crazy wizard with his right fist engulfed in flames

" **Fire Dragon Iron Fist!"** Natsu yelled as he leaped at the crazy wizard intent on beating him to near death.

However, the crazy wizard quickly dove out of the wave causing Natsu miss and instead destroy a portion of the wall where the psycho stood. The psycho widened his eyes when he saw how big of a whole was there.

" **Ice Make: Spikes!"** said Grey as he arrived at the castle seeing the dragon/lion hybrid.

The hybrid roared at Grey, but just as it did so some icicles impaled it killing it stone dead. Of course, the sound it made caught the attention of the crazy wizard and Natsu who was still intent of beating up the psycho.

"No!" the crazy wizard cried out, "Not my latest pure animal creation!"

"Why'd you kill it Grey?!" Natsu also cried out.

"Whatever it was," Grey replied coolly, "I showed it mercy. Now, who's this tool?"

"He's the one we're here to defeat," Natsu said even angrier that any chance to save the dragon is lost, "and I'm going to turn him into smoked fish!"

"Natsu…" Grey sighed, "you do know that you smoke fish with smoke and not fire, right?"

"Shut up Grey!" Natsu yelled as he jumped into the air.

" **Fire Dragon Wing Attack!"** Natsu yelled as he spun his arms around causing the guy to leap out of the way again. However, this time the guy got the soles of his boots melted.

" **Ice Make: Arrow!"** Grey yelled forming a crossbow before firing it at the man who repeatedly dodged.

Grey and Natsu chased the psycho throughout the castle until they eventually caught up with him cornering him in the process.

"Alright," the psycho sighed holding his arms up, "I surrender."

"That was easy," Grey said smirking as he believed they had won.

However, the psycho quickly smirked as he blasted both of them with energy emitting from between his helmet's horns. When the blast had finally ended, Natsu and Grey had melted into one being. Unfortunately, that being was so disfigured that they toppled over onto the floor. It had four arms, four legs, one nose, three eyes, one ear, and had no clothes on. The psycho then stepped over them as he made his way towards the laboratory. However, when he got there he widened his eyes. His test subjects had escaped. He clenched his fists in anger before he turned around and headed back out the door which he now realized had been kicked off its hinges… somehow.

 **Meanwhile, with Soron and Isdarg…**

As soon as they arrived at the room of cages, they widened their eyes. The cages were open and the remaining humans were currently either being raped or feasted upon by the abominations. The same could be said for the normal animals as well.

"We have to help them," Four Arms said with his eyes transfixed on a woman getting raped by an abomination's multiple octopus-like tentacles. They were pumping in and out of all her holes as well as squeezing her breasts. He never really liked tentacle hentai, but he did find a certain appeal in seeing a lady getting fucking in all her holes at once. He quickly tore his gaze from the sight as Isdarg ran over to a set of chains to unhook them from the wall. Four Arms was confused for a second till he saw the cages falling down to the ground one by one. He knew he wouldn't be able to catch them all as Four Arms so he made a quick decision. He slapped the Megatrix symbol located on his chest, and once again a golden flash of light enveloped him. Once it ebbed, he was in the form of a giant crab with a frowning mouth, green eyes, two thin arms with pincers, six legs on a small torso, and had a black belt with the golden Megatrix symbol on it. Oh, and his head was big.

" **Brainstorm!"** the crab yelled before he walked forward a bit and opened the two flaps on his head revealing the brain so he could use his electrokinesis to slow the cages descent. He had to use all his focus to ensure that the occupants didn't get electrocuted to a crisp in the process. Once everyone was down safely, Brainstorm quickly zapped at the abominations rendering them unconscious. The humans looked at him terrified for a little bit till Isdarg assured him that the crab was on their side.

"Follow me," Brainstorm said as he turned around and led them out of the cage room. The animals just rushed past them as is natural for a wild animal.

"Get back in your cages at once specimens!" yelled the familiar voice of the crazy wizard. They all turned towards the voice and saw that the crazy wizard was sitting on top of a giant horned toad that was combined with a scorpion.

"I really hate this guy," Isdarg remarked with a glare aimed at the psycho.

"Isdarg, my good fellow," Brainstorm said having already come up with the best course of action thanks to his immense intellect, "you lead the homosapiens to safety. I shall deal with this insufferable individual."

"Good luck," Isdarg said sincerely before he smiled as he added, "kick his crazy ass."

Brainstorm nodded in the way only a Cerebrocrustacean could without looking away from the loony tune.

"I humbly request that you cease your villainous actions," Brainstorm said absentmindedly snapping his pincers shut, "because if you do not, I'll be forced to render you incapacitated."

"Right," the nutter sneered, "like a small pathetic creature like you could take me down."

"You are correct," Brainstorm allowed, "This Cerebrocrustacean is no match for a villain of your caliber. However, there is another that can."

Before the crazy wizard could do anything, Brainstorm slapped the megatrix symbol and once again a golden light enveloped him. Once it vanished, another figure stood in its place. This time it was a smaller figure clothed in a blue cloak. It had blue hair, pale skin, wore a blue tight fitting leotard, and had a belt comprised of red gems inside of golden circles with golden string holding them together. The front gem was replaced by the Megatrix symbol.

"Azreon," the figure said quietly before looking up at the crazy wizard. The crazy wizard looked at what person in front of him before breaking out into a fit of laughter. Specifically, because a man had turned into a girl.

"Thanks for the laugh," the crazy wizard said insanely, "but now you have to die."

Azrion narrowed her eyes at the lunatic before floating up in the air with her cape helping her create a raven-esque shadow.

"Azarath Metrion Zinthos!" Azrion yelled causing her eyes to glow black as a black mystical circle appeared at her hands. Suddenly, she thrust out her right hand sending some sort of black energy at the toad rider. Fortunately for the psycho, the toad leapt out of the way evading the blast of energy. When the blast struck the floor, it exploded on impact creating a massive crater and a hole in the nearby wall.

"Good thing my toapion has wonderful instincts," the psycho sneered, "and now you will not get another shot off. Get her!"

Suddenly, the toad/scorpion hybrid spat out its tongue intending to wrap around Azrion. However, Azrion flew out of the way as she flew towards her opponent. However, the scorpion tail stabbed at her forcing her to stop. What the wizard didn't expect was Azrion's actual plan. Suddenly, a black shadow towered over Azrion and the lunatic before enveloping them both.

 **With Erza…**

Erza had just finished talking to the villagers and began heading towards the castle. However, to her surprise a giant raven shaped shadow appeared before spitting out the horned villain, a young girl, and a giant toad/scorpion hybrid. Before the horned villain could do anything, the girl grabbed his helmet and removed it from his head.

"You're nothing without your toy," Azrion said emotionlessly. Before she could do anything, the psycho tackled her to the floor as he tried to get his helmet back. However, just as he grabbed it a sword sliced through it startling him. He looked up in time to see a redhead in a breastplate, greaves, and a blue skirt glaring at him.

Suddenly, a bright flash flared and the toapion was back to being a normal small horned toad and normal scorpion. Logically, that meant that everyone that had been transformed had been returned to normal.

 _Looks like I wasn't needed after all_ Erza thought disappointed that she wasn't able to join the fight.

Suddenly, a beeping sound could be heard and it was emanating from the girl. The girl's emotionless face actually became panicked when she heard the noise. She looked down at her Megatrix symbol was flashing silver. She tried to get away, but instantly tripped on her own feet. As soon as she hit the ground, a silver flash enveloped her and in her place was… a very naked man. Soron slowly got back up onto his feet and did his best to hide his nudity. However, his situation was only made worse when he saw Erza standing there. Not only had she seen him in a girl form, but she now sees him naked. This was the first time he wished he didn't have a 14 inch penis because his hands were unable to cover it entirely.

 **Later, outside of the village…**

Soron had finally got his clothes returned to him thanks to his new friend Isdarg, but today will be a day Erza will NEVER forget. Soron had to beg her to keep what she saw that day a secret. Erza had already intended to do her best to forget about his long member, but she knew he was talking about his female transformation. She agreed to keep it a secret, as long as he was willing to come join the guild. She knew she had a debt to pay him for saving her life causing himself to fall unconscious. However, she also knew that this might be the last time she ever saw him. Which would mean that she'd never be able to repay her debt. Subconsciously, she wanted to ensure that nobody ever got to see his dick but her.

"Oh, Heya Soron!" said the familiar loud voice of Natsu attracting Soron's attention. Fortunately, the destruction of the psychotic wizard's helmet had returned him and Grey back to their former selves. Irritatingly enough, their clothes had magically re-appeared on their persons.

"I didn't expect to see you here!" Natsu said reaching Soron and Erza.

"Neither did I," Soron grunted, "and I did NOT want to see you here at all."

"Hey!" Natsu said offended. However, Erza mentally smirked at the fact that Soron was just as annoyed by Natsu as she and Grey were.

Eventually, Grey arrived with Isdarg alongside him. Grey didn't have a very thrilled expression especially since he and Natsu were taken out by such a weak villain. Erza looked at Isdarg and took in his appearance. He wore a grey shirt under a white vest with a medic's symbol on the back. He also had black pants and normal shoes on. He also had a bag of sorts at his left him hanging from a strap that was laying on his right shoulder.

"Who are you?" Erza asked.

"My name is Isdarg Chabil," the man replied, "and I was hoping if I could tag along with you till the nearest city."

"I'm sorry," Erza said sincerely, "but the car we have only seats four."

"It's okay," the man sighed, "I understand."

He then turned towards Soron and held out his right hand which Soron grabbed with his own right hand.

"Safe journeys Isdarg," Soron said smiling, "send me a postcard or something when you get to wherever you're going."

"Likewise my friend," Isdarg smiled, "and do your best to remain free. I won't be around to free you from restraints next time… probably."

Soron then nodded once which Isdarg returned before beginning his long trek down the road.

* * *

Here it is. This chapter took me a while to finish. I had to wait every now and then once i got to a certain point to think what to add to the story. also, expect Isdarg to show up a few times this "season." the crazy wizard that was based off of Doctor Animo is going to be called Doctor Chimera at a certain point. Basically, he's this reality's version of Animo. the gay scene was for those that like guy on guy action. however, don't expect to see anything like that again. same goes for the tentacle hentai scene.


	5. Episode 5: The Phantom Lord

Episode 5: The Phantom Lord

It has been a few days since Soron agreed to join Fairy Tail, and as he didn't really want to stick around at the guild hall he agreed to go on a job with Natsu, Grey, Happy, and Lucy. It was definitely easier than when he had to deal with that insane guy back at that village. However, now that the job was over… he was honestly a bit bored. Not only by the fact the job was done, but Natsu was also talking. Like Erza, Soron finds Natsu extremely annoying. Natsu was wearing his usual get-up, Lucy was wearing a pink shirt along with a black skirt, Grey was also wearing his usual attire. Soron was also in his usual attire, but this time he had a white Fairy Tail emblem on the left shoulder of his jacket. Lucy's "pet" which was a quivering snowman thing she calls Ploo or something like that was currently in her arms.

"Hahaha!" Natsu laughed happily, "Was that an awesome job or what!"

Natsu was currently walking with his arms crossed behind his head.

"Well, the client sure seemed to think so," Happy replied from where he was flying nearby.

"Face it," Grey said smugly, "you guys are just lucky that I decided to come along."

Grey walked next to Natsu with his hands in his pockets.

"We're lucky that you begged to come with us?" Natsu asked, "how do you figure?"

"Because you're about as helpful as Soron's four armed monkey takeover," Grey replied.

"You better watch your mouth or I'll cook you into ice cream!" Natsu said angrily as he and Grey bashed heads together.

"That doesn't make any sense!" Grey said just as angrily.

Suddenly, Soron was in between them and pushing them apart as he was tired of their pointless clashing… that always occurs near as he can tell.

"That's enough morons," Soron said trying to hold in his irritation, "now get dressed Grey."

At that Grey jumped in shock as he looked down at the fact that he was only in his boxer shorts and the bandages wrapping his chest and arm.

"Oh come on!" Grey exclaimed, "why does this keep happening?"

Soron was sincerely hoping someone would change the topic and he was grateful that someone did indeed change. Said someone was Lucy Heartfilia.

"Hey," Lucy said attracting their attention, "sorry to interrupt your conversation, but…"

"What's up?" Natsu asked.

"When I took this job," Lucy said as she held up the job request, "I was originally thinking it'd be more of a solo mission, ya know? So, why'd you all have to come along?"

"Ah come on," Natsu asked, "isn't it obvious?"

"No," Lucy said, "I don't think so."

At that, Natsu gave one of his cocky grins and game her a thumbs up.

"We're Fairy Tail's strongest team," Natsu said, "so we gotta stick together?"

"Aye sir!" Happy said popping up from behind Grey's shoulder who was dressed once more.

"And don't you forget it," Grey put in.

"Then why isn't Erza here?" Lucy asked raising an eyebrow.

"She said something about some sort of anarchist activity somewhere," Natsu shrugged, "and that was yesterday. She took the two newcomers. Shuzy and Igrao with her."

"What about you?" Lucy asked as she looked at Soron. Soron wasn't a part of any team, because he still wanted to maintain his "lone wolf" personality as he wasn't ready to be in a team again.

"I didn't want to stay at the guild," Soron shrugged, "too noisy there."

 _Though it wasn't much of a difference with Natsu here_ Soron thought as he looked away to watch a bird fly by. A second later, they resumed their trek back to the guild.

"Well," Lucy said smiling, "you're welcome to join our team any time. Who knows, with you we might become the mega-team or something."

"Maybe someday," Soron said looking back at her, "but not today."

"What could've happened to make you prefer to be a solo act?" Lucy asked noticing the look in his eyes.

For a split second, Soron flashed back to the war. He saw an orange laser and heard insane laughter. However, he quickly jerked himself back to the present. He had no desire to live through those days again. He wanted to forget all about them and move on, because he really had no choice in the matter. It wasn't as if he could return home even if he knew how to do so. When Soron didn't reply, Lucy frowned concerned. However, she knew that there was no way to force him to talk… and he kinda scares her if she's honest. He reminds her a little bit of Erza personality-wise, and he managed to render Natsu unconscious without needing to use his powers just like Erza can. Suddenly, she heard some whispering and looked up to see civilians whispering to each other and looking at them in… sympathy? She couldn't be sure if it was sympathy though. It looked a little bit like fear as well.

"I have a bad feeling about this," Soron said.

"Why?" Natsu asked oblivious.

"Look at the way they're staring at us," Soron replied, "something is very wrong."

They then noticed something really bad in the corner of their eyes and turned to look causing them to widen their eyes as they stopped suddenly.

"What?" Natsu asked confused, "why does the guild look so bizarre?"

The next second later, a golden flash blinded everyone in the street including them. They looked to see what caused it and saw a humanoid blue cat with a mask-like face and the golden Megatrix symbol on the chest. Without a word, Fasttrack blurred off towards the guild hall leaving them behind.

 **A few minutes later…**

Soron was back to his normal appearance and standing with his fists clenched in anger as he stared at the wreckage that was once the guild. While he didn't care about the guild as much as Natsu and the others, he did care a bit about the members. Especially, because they welcomed him with open arms and treated him like one of their own from the first day they met. The more he looked at it, the angrier he got. He didn't even notice as Natsu, Grey, and Lucy arrived behind him.

"Our guild," Natsu said angrily, "someone did this to our guild!"

"Who would have the nerve to do this to Fairy Tail?" Lucy asked a little bit scared at the possibility of a guild being crazy enough to declare war on the strongest guild ever.

"It was phantom," said a feminine voice from behind them. The voice sounded a bit shaky as well. They all turned to see Mirajane standing there.

"Are you serious?" Grey asked calmly. Natsu on the other hand was barely containing his rage as he looked over his shoulder at Mirajane.

"You mean Phantom did this?!" Natsu growled.

"We couldn't do anything to stop them," Mirajane sobbed with tears streaming down her face, "They got us good."

 _Whoever these phantom people are…_ Soron thought darkly to himself, _I'm going to kill them all for what they've done._

 **Inside the wreckage…**

Mirajane was leading Natsu, Happy, Lucy, Grey, and Soron down the stairs into the basement where the guild members were currently nursing their broken spirits. It is mostly a storage area, but right now storage doesn't matter. Mirajane led them all through the basement towards Makarov… who was drunk off his balls and wearing his usual get-up.

"Yo!" Makarov said drunkenly as he held up a hand, "what's up… and who cast the replication spell?"

"Nobody cast the replication spell," Mirajane sighed, "you're just drunk."

"That would explain it," Makarov said a little bit soberly.

"Why the heck are you all just sitting around down here?!" Natsu yelled angrily.

"How'd it go Lucy?" Makarov asked ignoring Natsu, "You finish the job like a good girl?"

"Yeah," Lucy said, "I guess so."

"Master," Grey said, "do you understand what the situation means?"

"The guild hall is completely destroyed!" Natsu said.

"There's no need to get yourselves worked up," Makarov said, "It's not like it's the end of the world or anything."

Makarov then decided to take another gulp of his beer.

"What?" Grey asked.

"Hmph," Makarov explained, "just goes to show how cowardly those dunderheads at the phantom lord guild really are. They struck when no one was here, is that anything worth bragging about."

"Well," Lucy said trying to lighten the mood, "that's a relief."

"It's just the start," Soron said darkly all of a sudden.

"What are you talking about?" Mirajane asked.

"First, the empty base gets attacked," Soron said, "next the members will be left either beat up to unconsciousness or dead in front of the building to leave a message."

"That's a little specific," Lucy said nervously.

"Oh," Makarov said dismissing the notion, "We shouldn't trouble ourselves with what might or might not happen. Instead we should focus on the present. Besides, they don't have the courage to face us head on. Forget about them."

Suddenly, Natsu smashed his right fist into a crate making a whole and sending debris flying.

"Ain't gonna happen gramps!" Natsu shouted angrily, "we can't let them trash our place and get away with it!"

"We're not talking about this any longer," Makarov stated with finality, "We'll handle job requests down here until the upstairs is repaired."

"We shouldn't be worrying about jobs-" began Natsu.

"Natsu!" Makarov shouted, "That's enough out of you!"

Suddenly, he stretched his right arm and slapped Lucy's left ass cheek much to her displeasure. Mirajane was also displeased.

"And you spanked me because…" Lucy said trailing off.

"Hands to yourself master," Mirajane said with a displeased expression. At that, Makarov return his arm back to normal before laughing sheepishly for a few seconds. He then jumped down off the table and ran off.

"Where you going old man?" Natsu called.

"Oh, keep your dress on," Makarov called back, "I gotta take a leak."

Natsu's anger finally ebbed enough for him to just stare down at the floor with a calm expression.

"I don't understand why he's being like this," Natsu said.

"I do," Soron said, "at least a little bit. He's just as pissed about this as you, but I'm guessing there's some law preventing guilds from fighting each other?"

"That's correct," Mirajane nodded.

"It's not fair!" Natsu shouted, "those phantom creeps started it!"

"I know," Mirajane sympathized, "but that doesn't matter."

"Hell with this," Soron said as he turned around, "I'm not going to just stick my head in the sand and pretend like this didn't happen."

"You're a member of the guild now though," Mirajane said trying to stop him, "you have to follow the rules."

At that, Soron ripped his fairy tail emblem off his jacket and threw it down behind him.

"Should we try and stop him?" Lucy asked.

"You can't stop him," Elfman said suddenly from behind Lucy startling her, "He's a real man. In order to protect the guild, he decided to leave it."

"That's not it," said Makarov from on top Elfman's head startling all of them even Elfman, "at least not entirely. If you looked into his eyes… you would've seen fear. He's seen this happen before, and while he won't admit it… he's afraid of losing more people he cares about."

 **Later, at night…**

Lucy was now walking home with her snowman creature next to her. Lucy was also dragging a suitcase behind her as she led them home. She was on a street that sat next to a canal that ran through the city. Lucy was currently thinking of the damage done by those phantom lord asshats and what Soron was going to do.

"Well," Lucy sighed, "this is a pretty big mess we're in now. Isn't it Ploo?"

"Huh?" Ploo replied in the only language he knew.

"Watch out blondie!" called a man as he waved on a boat going the opposite way down the canal, "you're about a step away from swimming!"

"I had no idea that Phantom Lord and Fairy Tail had such rivalry between them," Lucy said not even hearing the guy.

"Honestly," Lucy continued while Ploo made random noises and waved his arms about, "I thought about joining them before I met Natsu. They have a reputation that's just as crazy as Fairy Tail's."

She then paused for a second as she thought about her past experiences.

"But I love our guild," Lucy continued as they got close to her place, "and I don't regret my decision at all."

"Fairy Tail's kinda like my family," Lucy finished as she opened her door.

As soon as she opened the door, her eyes bulged. Sitting at her dinner table eating a large fresh fish was Happy, Grey, and Natsu. The latter two had cooked theirs though. Happy was on the top of the table while Natsu and Grey were on opposite ends of the table. The only person missing was Erza, but that's because she was busy on her own mission. Grey wore a white button down shirt and black pants while Natsu wore his usual attire.

"Nice place you have here," Grey said.

"YOU CAME IN WITHOUT ASKING FIRST!" Lucy screamed as she threw her suitcase at Natsu making Grey snicker, "WHY ARE YOU HERE?!"

 **Meanwhile, with Soron…**

Soron had just reached the perimeter of Magnolia when he heard the familiar jingle of Makarov's hat. He looked to his right where he saw Makarov sitting on a crate next to a building.

"Shouldn't you be dreaming about naked women about now, ya perv?" Soron asked a bit ruder than intended.

"I have plenty time for that," Makarov said, "right now I came to see if I could talk you out of your stupid course of action."

Soron just stood there silent as he didn't really have a reply for that, and Makarov seemed to think the same so he immediately began speaking again.

"I know you're enraged at the phantom lord guild," Makarov said, "but i also know you're afraid."

"I'm not afraid of them," Soron said.

"Not of them," Makarov agreed, "but for the guild. You fear that if you don't act now, the guild members will get hurt. You may act like you don't care about anyone, but you do care about them. You want to protect them as much as I."

"Then why don't you take the fight to them?" Soron asked grumpily.

"There are rules in place," Makarov said, "and I know you understand that. Mirajane told me you did."

"I didn't mean the guild," Soron said, "I mean you personally."

"I'm just too old to take on an entire guild myself," Makarov said, "and the master of that guild is at least my equal in power. Like me, he's a member of the 10 Wizard Saints. If I defeated his guild members, I wouldn't have the energy to spare to fight him."

"Then it's a good thing I'm going," Soron said, "I defeated the strongest opponent my world has ever seen, and I did so on my own without help."

"Maybe," Makarov said, "but the threats of this world are far more dangerous than the ones of yours, aren't they?"

Soron just stood there clenching his fists as he knew Makarov was right. He won't stand a chance on his own.

"Trust in me," Makarov said, "and I promise you that should they attack our any of Fairy Tail… we will go to war against them."

Instead of answering, soron looked up and stared at the moon for a few seconds. He then looked down at Makarov and nodded once. At that, Makarov placed the emblem back on his jacket's shoulder where it was previously before leading them back to the guild.

"Found a place to stay yet?" Makarov asked.

"Not really," Soron said.

"Then you can stay at the guild till you situate yourself," Makarov said, "you can play guard duty alongside me, Mirajane, and Elfman."

"Sounds fun," Soron said sarcastically, "I can't wait."

Suddenly, Soron felt like something was off. He stopped walking looked around narrowing his eyes.

"Something wrong?" Makarov asked.

"You head back to the guild," soron said, "I'll catch up with you."

"Hmm," Makarov said when he heard the uncertainty in Soron's voice.

"Okay then," Makarov said, "but be careful."

Soron immediately ran to the nearest building and climbed it to get himself onto the roof. Now that he was at a higher vantage point he looked around, but didn't see anything. However, he did feel something. It felt like it was… right behind him.

He leaped to the left in order to dodge the attack. As soon as he rolled to his feet, he spun around and saw a woman with long blue hair that curled at the ends wearing a blue outfit. The outfit looked a little bit like it was russian. It also had a yellow flower which clashed with the rest of the appearance.

"What are you supposed to be?" Soron asked with a raised eyebrow, "a russian noble?"

"Drip drip drop. I don't know what a russian is," the woman said, "nor am I noble."

"You took that a bit literal," Soron said raising his eyebrow higher, "just who the hell are you?"

"Juvia is known by some as the rain woman," the woman replied, "and Juvia shall show you drip drop."

"You do know that talking about yourself in 3rd person-" Soron began before he had to dodge as water whipped at him. He followed the water whip back to Juvia and saw that she was made of water.

"So," Soron said as he hovered his hand over his megatrix, "you don't want to chat? You know, like normal people?"

Juvia's response was to fire arrows made out of water at him. He had to spin to the side in order to avoid them.

"Guess not," Soron sighed as he turned the dial on his megatrix, "since you're made of water…"

"It looks like I have to bring the heat!" Soron finished as he slapped his hand on the dial. A blinding golden flash emitted forcing Juvia to cover her eyes, and when it ebbed in soron's place was a creature that looked like it was made out of diamonds.

"Diamondhead?!" Soron exclaimed, "I was going for Heatblast you stupid watch!"

"You are made out of Diamonds…" Juvia said as hearts appeared in her eyes, "Juvia loves diamonds!"

"Uh oh…" Diamondhead said as water had suddenly surrounded him in order to pin his arms to his sides.

"Juvia is in love!" Juvia cried out as she leapt at him, "Juvia wants you inside her!"

"Lady!" Diamondhead said as he jumped out of the way, "I do not want to be inside you!"

"Then Juvia will turn you into a necklace if you don't want to make Juvia sexually pleased," juvia said as she formed a pickaxe made of water.

"I didn't mean it like that lady!" Diamondhead exclaimed as he wrenched his arms free from the liquid bindings, "I mean that I don't want you to stuff me inside you… that sounded better in my head."

"Oh…" Juvia said calming down, "Juvia doesn't want to absorb you. Juvia wants to have sexual activities with a diamond shaft."

"Sorry," diamondhead said, "but I'm currently not in the mood to be paired up with anybody in any way. I'm sure there's a mister right out there for you, but that isn't me."

"Juvia understands," Juvia said sadly, "and now you've made Juvia sad. Juvia shall go back to her guild to inform of your abilities."

Before soron could do anything, Juvia melted into water and gushed away down into a sewer drain down at street level.

"That was the weirdest…" said Diamondhead before he turned back to normal.

"Encounter I've ever had," Soron finished.

 **Meanwhile, at the Phantom Lord guild…**

Unlike at the Fairy Tail guild, the main hall of Phantom Lord was a dark and gloomy looking place. It was also much more reminiscent of a castle's dining hall than anything else. Tabled were aligned everywhere, torches mounted on walls. The reason for the darkness is the fact that the windows weren't letting in light due to it being night outside. Only source of light were the lit torches. Sitting alone at a table was a well-muscled young man with long spiky-like black hair with earings on his face evenly spread out. He wore a black sleeveless tunic that had studded edges, a pair of beige pants, and studded boots. On his left shoulder was what could've been armor and it was shaped like a wing that was pointed upwards. This man was Gajeel Redfox. The Iron Dragon Slayer. Gajeel was currently eating to restore his magic as an unknown person walked up behind him.

"So Gajeel," said a figure wearing a black cloak that had a white outline, "I heard you made a mess out of the fairy tail guild hall."

"Oh man," the man continued as he turned around revealing his face and the rest of his outfit that consisted of a dark blue outfit with white edges, "I wish I could've seen the looks on their faces."

Gajeel had been trying to ignore the guy so he wasn't entirely sure what the he was saying, but Gajeel had had enough of the guy's constant prattling. In irritation he chomped down on the iron he was eating and allowed the rest to fall down. He then growled as he turned a bit and proceeded to turn his arm into a black iron pillar. Said pillar extended at the guy sending him flying back. Everyone else saw the commotion and laughed at it, because they too found the guy irritating.

"How many times do I have to tell yeh?" Gajeel growled as his arm returned to a normal fist, "I don't like to be bothered while I'm eating!"

"And besides," Gajeel continued now standing up, "Those Fairy Tail clowns can't challenge us. We're way more powerful than they could ever hope to be."

The rest of the guild only nodded their heads in agreement, but suddenly a voice spoke up from above them on the second floor indoor balcony.

"The die has been cast," said a man attracting their attention.

The man wore what looked like a cliche witch hat alongside a strangely designed outfit complete with what looked like robes. However, if you were as far as they were you'd only see a form shrouded in darkness. This man is the same man Makarov warned Soron about. His name is Jose.

"I compliment your excellent work Gajeel," Jose finished.

"I didn't think were hard enough on them," Gajeel said, "so I decided to leave them a little something extra. A present. One that's sure to get the Fairy Tailer's panties in a knot."

"Very good my boy," Jose grinned, "be sure to take extra care that no harm comes to our bounty if you please."

Gajeel grinned wickedly in response.

 **The next day, in Magnolia…**

Soron had woken up in a chair outside of the guild and was sore as soon as he got up. When he opened his eyes, he saw that it was day finally. As there was nothing to do right then, he decided to go down into town to see if there's anything to eat. He does have some money that he acquired the day before and a few days prior, but he gave most of it to Makarov for the repairs that has to be done for the guild. He has only enough for a breakfast meal, and that means he's either going to have to go on a job today. Either solo or in a team, but it didn't matter as the end goal was to get paid.

He passed trolley after trolley after trolley that were filled with random items. Some had wooden figures based off of the Fairy Tail members, some had cabbage, and some had some sort of wine. None of those things appealed to him, so he decided to ignore them. Eventually, he arrived at the local restaurant which served a variety of foods. Most of them he had never heard of and was a little hesitant to try out. However, one food was familiar and even tasted like he remembered. It was an omelet. Unlike in his reality, these omelets are big enough to last days should one store them correctly. Which is perfect, because he's been able to store them in the guild refrigerator for whenever he stays over there.

Before Soron could enter the building he heard the sound of voices coming from not too far away. As curiosity struck him, he headed over to where the noises came from. It came from the Southgate Park, and when he saw the reason for the noise he stopped dead in his tracks. Hanging on the trunk of a tree were three guild members. One of them was named Levy, but the other two he couldn't remember the names of. He didn't even notice as Lucy in her white t-shirt and tight pink shorts, Natsu in his usual attire, and Grey in the same attire as last night at Lucy's arrived next to him.

"Oh my god!" gasped a familiar voice from next to him. He didn't look at who owned the voice, but he recognized the voice. It was Lucy. Hearing her reaction to the sight, he immediately returned to his leader persona temporarily.

"We're from the same guild," Soron said with authority as he led the way through the crowd, "let us through."

When they got closer, they saw how badly damaged the three were. Above all, they saw who was responsible due to a symbol painted on Levy's stomach. Phantom Lord was the culprit. Soron was doing everything he can to not go Rath right then and there, and Natsu was in the same boat. Unlike Natsu, Soron kept a poker face even though his fists were clenching hard enough to go white. Natsu's teeth were gritted, face contorted in rage, and fists probably close to combusting right there.

"Levy!" Lucy said almost crying.

"Jet," Grey said taking a step forward, "Droy…"

"Phantom Lord did this," Natsu snarled barely restraining himself from punching anything.

The four Fairy Tailers were so focused on the scene in front of them, they didn't even notice that Makarov was walking up from behind them. Makarov was now wearing black pants and a white coat with the Ten Wizard Saints logo on the back of it. He also had a staff with a strange circle-like design at the top.

"I can take our headquarters being reduced to rubble," Makarov said angrily, "but I will NOT let harm come to my children without…"

"Taking revenge!" Makarov finished as he shattered his staff's shaft with one hand.

That made Lucy jump as she had never seen Makarov this angry before. Not even when Natsu tried going up into the second floor to fight Laxus, but that was before Soron appeared.

"We have no choice but to go to war!" Makarov stated enraged as golden energy enveloped him causing a wind.

 **Later, at Magnolia Hospital…**

Droy, Jet, and Levy were now laying down unconscious in three separate hospital beds in the same room. They had been cut down from the tree and moved to the hospital where the doctors and nurses immediately tended to them ending in covering them up in bandages. Lucy was sitting by the window watching over them in concern for her friends.

"Droy," Lucy said saddened by what happened to them, "Jet, and Levy."

"Phantom Lord is heartless," Lucy said as she looked behind her out the window, "How could they do this?"

She then spaced out as she flashed back to her interactions with the three. She didn't even notice as someone walked into the room.

"They make it," said a familiar voice attracting her attention. Lucy looked up and saw Soron leaning on the wall next to the doorway.

"How can you be sure?" Lucy asked worried.

"They're Fairy Tail," Soron said simply, "and Fairy Tail members are survivors… or so I've gathered."

"What Phantom Lord has done is unforgivable," Lucy said with tears preparing to leak out.

"They're gonna pay," Lucy finished right before closing her eyes allowing the tears to flow down her cheeks.

"I promise you that Phantom Lord will NOT get away with this," Soron said as he stood up straight clenching his fists, "I'll see to it personally."

 **Later, in Oak Town…**

Oak Town is located in the Northeastern sector of the Fiore Kingdom, and is home to the Phantom Lord guild. The guild itself was castle-like in appearance and towered above all other buildings in Oak Town. The Phantom douchebags were currently drinking, eating, and laughing in the mess hall.

The main topic of the guild was how Gajeel single handedly defeated three members of the Fairy Tail guild right before hanging them on a tree in the middle of Magnolia for all to see. Juvia fighting the one of newest Fairy Tailers in order to determine what he could do was also a topic, but not nearly as exciting as what Gajeel did. Three guys were currently walking towards the main door.

"We can't let them have all the fun," said one guy.

"Yeah," said another, "we need to try picking off a couple of fairy wings ourselves."

The third guy laughed in agreement. Just before they reached the door, it exploded inward sending the three flying backward. They crashed into the sign labeled "Phantom Lord" before falling down with burns on them. The guild members that watched them looked back to the door, and when the dust settled they could see a pink haired wizard with an angry expression with the rest of the Fairy Tail members except for Lucy behind him.

"Fairy Tail has come calling!" Makarov shouted angrily at the Phantom fuckfaces.

At that, some of the Phantom Lord members leapt at Natsu who greeted them with fiery attacks sending them back.

"Alright!" Natsu roared, "who wants to play with fire?!"

The rest of the Phantom Lord members charged, while Soron walked up raising his megatrix.

"You have attacked three members of my guild," Soron said angrily as he turned the dial, "and now I'm going to let you feel my…"

Soron then slapped down on the dial causing a golden light to envelop him, and when the light had vanished a bipedal tiger without a tail and with a single claw coming out of each forearm was standing in his place. It had a golden megatrix symbol and golden eyes.

" **RATH!"** Soron yelled.

"LET ME TELL YOU SOMETHING PHANTOM LORD!" Rath yelled as he pointed at them, "YOU ATTACKED MY GUILD-MATES, AND NOW RATH IS GOING TO TURN YOU INTO MASHED POTATOES!"

Rath then leapt at them delivering punches, kicks, headbutts, and doing the occasional piledrives. The rest of the Fairy Tailers followed suit and charged the incoming phantom lord members. Elfmen tossed some of them while Macao fired black fire at them. Wakabe used his smoke magic, and so on and so forth.

Rath was in the middle of getting swarmed and he was having the time of his life.

"LET ME TELL YOU SOMETHING PHANTOM LORD!" Rath yelled as he grabbed a guy that leapt at him from on top of the upstairs indoor balcony, "RATH IS GOING TO TEACH YOU NOT TO MESS WITH FAIRY TAIL!"

He then proceeded to use the guy as a bat by swinging him into phantom lord members and knocking them away. However, while he was using the guy as a bat on a sole member that was holding up a shield spell another few members snuck up on Rath and stabbed into him. While Rath has very durable skin, he hasn't really faced blades of this reality before so he had no way to know that they could hurt him.

Rath howled in pain letting go of the guy causing him to fly off into Makarov who had grown into his giant form.

"LET ME TELL YOU SOMETHING PHANTOM LORD!" Rath howled as he pulled the knives out of his back, "YOU STAB RATH, AND RATH IS GOING TO MAKE YOU REGRET IT!"

Rath then slapped his chest and another golden light enveloped him. As soon as the light ebbed, a being that looked to be made of magma and had light flickering off of him stood in his place. He had golden eyes and a golden megatrix symbol on his chest like the last one.

" **Heatblast!"** Soron yelled before he smirked at the two phantom lord members that had stabbed him.

"You made a bad mistake," Heatblast said in a voice that sounds like it could belong to wolverine, "You got close to the fire, and that means you're going to fry!"

Heatblast then thrust his arms forward sending out beams of fire into his opponents burning them and knocking them to the ground.

"AND YOU WOULD DARE TO HURT THIS MONSTER'S CHILDREN!" shouted a monstrous voice belonging to Makarov attracting their attention, "WERE YOU REALLY FOOLISH ENOUGH TO BELIEVE THE COUNCIL'S LAWS WOULD PROTECT YOU FROM MY RAGE!"

All of the Phantom Lord members paused as they looked at Makarov. Even Heatblast paused and looked a little bit unnerved at the sight. Of course, one couldn't really tell as his face is all magma.

"He's pretty strong," one PL member said nervously.

"His members are strong too," another said just as nervous.

"Especially that takeover wizard over there,"said a third with a glance at Heatblast.

"I didn't know Fairy Tail was like this!" exclaimed another.

Heatblast created finger guns and fired bolts of heat at anyone that got near him. While, they didn't knock the PL members down they did stall them. Heatblast could easily take them down, but he was just in the mood to screw with them.

"JOSE!" Makarov bellowed as he glanced around, "SHOW YOURSELF!"

Suddenly, something crashed through the roof attracting their attention. It was Erza Scarlet. She had returned. She was wearing her armor that allows her to fly extremely fast. Alongside her were Shuzy, and Igrao.

"You attacked my guild!" Erza yelled angrily, "and for that you will pay!"

" **Re-quip!"** Erza yelled to transform into her flame empress armor. It was primarily dark red, but it had orange and black parts too. The first ones were shaped like wings while the second ones resembled dragon wings. Her hair was now tied into long pigtails, and in her right hand she held a long red flaming sword.

"Now," Erza said as she slashed at the closest PL member, "Tell me where Gajeel and the element 4 are!"

Above them, a man with spiky black hair stood on one of the wooden rafters as he watched the fight happening on the ground. Gajeel was smirking because he was shocked that the Fairy Tailers were putting up quite a fight. Also, as he watched Heatblast grab a guy from behind that was trying to rape Cana he saw that the guy immediately caught fire. He now no longer condemned Juvia from running away before the battle was done. This guy was a problem… though not as much as Makarov.

"Ah," Gajeel said, "the legend herself. Titania Erza, "I guess Laxus, Mystogan are too busy to play, or do they not care?"

"Either way," Gajeel continued, "Master Jose knew exactly how this was going to go down."

He then paused as he continued watching the fight.

"Looks like they're pretty good fighters," Gajeel smirked, "for a bunch of scumbags."

 **Back at Magnolia…**

Lucy was now walking down an alley alone grumbling to herself about the fact she was left behind.

"I can't believe everyone just took off without me," Lucy grumbled, "but, Levy and the boys need someone to look after them. So, I guess it's up to me."

Suddenly, it began to rain with startled her. She didn't have a raincoat on, and she was carrying groceries that involved bread. She then looked up at the sky and held her hand palm-upwards.

"It's raining while the sun's still out?" Lucy said confused she then looked back down and saw a woman wearing blue. The same woman that Soron encountered the previous night.

"Who are you?" Lucy asked.

"Drip drip drop," juvia replied, "Juvia is the rain woman. It's always with me."

That unnerved Lucy.

"And what sort of woman are you pray tell?" Juvia asked as she reached Lucy.

"I'm just the regular kind?" Lucy said confused.

"Drip drip drop," juvia said as she passed Lucy.

"What's with wall the drip dropping?" Lucy asked confused.

Instead of answering, Juvia pulled out an umbrella and opened it.

"Pleasure to meet you," Juvia said without looking back, "I'll be going now."

"Well, take the rain with ya!" Lucy demanded in irritation.

 **Back at the Phantom Lord guild hall…**

The PL members decided that they had to end it quickly if any of them were to survive, so the pyromancers fired flame at ath the Fairy Tailers. However, what happened next was a shock to them as they had never seen it before. Natsu and Heatblast both intercepted the attack and let themselves get hit by it. While Heatblast just stood there, Natsu sucked the flames into his mouth.

"Oh yeah," Natsu grinned, "Now I've got a fire in my belly!"

"No way!" exclaimed one guy, "He ate fire!"

"You don't think he's one of those?" another asked.

"I'm gonna blow you away!" Natsu yelled.

" **Fire Dragon…** " Natsu yelled as he placed his hands over his mouth like a trumpeter would, " **roooaaaar!** "

" **Ice make: Lance!"** Grey yelled before sending out a wave of ice taking several out.

One that accidentally headed towards Shuzy was immediately gobbled up by here shocking them as well.

" **Ice Dragon…** " Shuzy yelled as she placed her hands over her mouth like a trumpeter would, " **rooooaaaar!** "

" **Re-quip!"** Igrao yelled causing his standard sword to change into a double bladed sword. He then spun the blade around like a staff deflecting attacks and commencing his own attacks. He moved as fast and fluidly as Darth Maul in the Phantom Menace.

Eventually, Soron, Igrao, and Shuzy were back to back taking down foes left, right, and center.

"So," Heatblast asked as he hurled a fireball at a group's feet exploding them into the air, "how'd you get into Fairy Tail?"

"It's a long story," Igrao replied as he re-quipped to dual swords one with flames crackling along the blade and the other with an icey aura.

"What about you?" shuzy asked before she punched with a fist surrounded by an icey aura.

"Same," Heatblast replied as he blasted a beam of energy, "but we can talk once this whole ordeal is over… if I haven't gone on a job by then."

Igrao and Shuzy looked at each other once before nodding in agreement.

"Agreed," they said in unison.

Heatblast looked around and saw that more were coming, and so he decided he best change again. He slapped the megatrix symbol on his chest a second time that day, and once again golden light enveloped him. Once it ebbed, one could see a man that looked just like the version of The Blur from smallville season nine, but instead of a white s-symbol he had the golden megatrix symbol.

" **Krypto-man!"** Soron yelled.

"It's time for this battle to end," Soron said before he blurred forward taking down any guys nearby. To him, everything was happening in slow motion while he moved normally. He pushed one guy, punched another, swept the legs of a third, and slapped others as he ran past. The guys he took out either went flying into walls, hit the floor hard, or knocked into each other like dominos. Krypto-man blurred around taking out random guys, and even knocked down guys on the stairs that Makarov was walking up.

"Erza!" Makarov yelled to the redhead clumped with Macao, Wakabe and others without looking behind himself, "I leave the rabble to you and Soron!"

"Yes sir!" Erza replied.

Makarov had seen Erza's theatrical entrance, and that's why he knew she was there.

"Jose must be lurking on the top floor," Makrov said to himself as he walked with his fists clenched, "when I find him, there'll be hell to pay."

"Please be careful," Erza said from the main floor.

Gajeel sneered as he saw Makarov bash down the door that led further into the PL guild's castle.

"Now that the bossman's out of the way," Gajeel smirked, "It's time I through myself into the mix."

He then jumped off of the beam and towards the fight below.

* * *

If it seams like Erza, Igrao, and shuzy were just dropped into this at random... well i originally wanted to do this episode w/o using Erza and I had completely forgotten about Igrao and Shuzy till i looked over episode 4 which i did a couple of edits for it to make more sense. I'll do a flashback chapter at some point. probably between this canon arc and the next canon arc. now, concerning Juvia. when i introduced her in this story, i'll admit that i didn't do her personality justice because i forgot how emotionless she was before meeting Grey. Anywho, her obsessing over Diamondhead... i only did that because as far as i know girls love diamonds. the getting screwed by a diamond dick... i'll admit that's out of character. however, the whole dialogue they're having full of accidental innuendos on diamondhead's part... makes the scene funny so i decided to keep it. in anycase, i have no idea how else it should go down.


	6. Episode 6: Lucy Heartfilia

Episode 6: Lucy Heartfilia

Soron had to admit, that while he had been through very dangerous and big battles before… this was on another level. However, just like then… he had a team to watch his back. A team he actually cared about more than the mission. He was never a great leader, and that's why he lost a lot of men. However, each failure and loss of life taught him one thing. Always look after your people, and if someone attacks them without provocation… fight back with a vengeance. That is what he was doing right now.

"Oh my god!" cried one of the PL members as he watched a black blur take down a lot of his cohorts, "What the hell is that thing?!"

His eyes then widened further as the black blur stopped right in front of him and he was staring a man dressed in a black long coat over a black t-shirt, wearing black pants and boots. On his chest was the golden megatrix symbol, and on his head was black curly-looking hair. He had green eyes and a chiseled jawline as well.

"I'm that 'thing' that was knocking out your friends," Krypto-man said before he grabbed the man and threw him into some more. If you were to see it first hand, you would see similarities to bowling, and would imagine the sounds of the pins going down when you look at the men that Krypto-man had thrown the guy to.

"He's so fast!" exclaimed a PL wizard.

"He's strong too!" exclaimed another one.

"On his chest," said a third in realization, "It bears the same symbol as the one that was in flames… oh my god! He's the Fairy Tail guild's newest takeover wizard!"

As the PL wizards gaped in awed horror at Krypto-man, a figure was ignored as he fell down into the fray from the darkness above. His presence was only recognized when his landing caused a loud crashing sound and the noise of wood shattering in places and just breaking in others. Every one of the Fairy Tail wizards looked up to see a figure in the dust. The figure laughed menacingly as he stood up to his full height.

"It's the Iron Dragon Slayer," Erza said now in her Heart Kreuz armor, "Blacksteel Gajeel."

"Ya know," Igrao remarked dryly, "His name doesn't really fit. If anything it should by Blackiron Gajeel."

"Shut up!" Gajeel shouted angrily as he has gotten that quite a lot, and the fact that it's not stopping pisses him off.

Suddenly, Krypto-man leapt into the air with his right fist cocked back and an enraged expression on his face.

"You attacked my guildmates!" Krypto-man yelled as he fell towards Gajeel with his punch launching. However, Gajeel was quick and turned his forearm into an iron pillar and extended it at Krypto-man which sent him into the ground. The iron pillar kept extending which caused Krypto-man skidding along the ground. The attack even knocked out some Phantom Lord members

The entire guild watched with angry expressions knowing they couldn't do anything at that moment.

"What the-" exclaimed one Fairy Tailer.

"He just knocked out his own guildmates with that attack!" Grey exclaimed. He then returned his attention to Gajeel as he jumped down to the ground laughing.

"Show me what ya got," Gajeel smirked as his forearm returned to normal, "Unless you scum are too scared to face the great Iron Dragon Slayer."

"Too scared!" Elfman yelled as he did the same thing Soron did and transforming his arm to a metal or stone one from his scaly looking monster arm, "Real men have no fear!"

Gajeel smiled as he turned his left arm into an iron pillar and used it to block Elfman's attack.

"You're Elfman right?" Gajeel smirked before swiping at Elfman a few times who dodged. He then jumped back and used his right foot to do to Elfman what he did to Soron a little earlier. However, Elfman was able to stop the attack by grabbing the iron pillar and holding it.

"Ah," Gajeel said a little impressed, "Not bad big guy."

"Well," Elfman said sternly, "that's because I'm a real man."

"Yeah?" Gajeel smirked as his iron pillar leg began to morph, "then let's see how a real man handles…"

"This!" Gajeel finished as he extended pillars everywhere. Elfman widened his eyes in shock at the act.

" **Echo Echo!"** yelled a mechanical voice. Elfman and Gajeel turned to see a small white dwarf-ish looking character with gold eyes, a gold mouth, and what looked like headphones reaching down to his back. He also had the golden megatrix symbol on his chest.

"The hell you going to do with that small form?" smirked Gajeel.

"Watch and see," Echo said before several others that looked just like him phased out of his body and repeated the process themselves. It only stopped till there was enough to deal with the iron pillars.

"You know what to do," Echo Echo-1 said to his clones. At that they stared at each of the pillars. They then launched off of each other and headed to intercept the iron pillars. Without a second to lose they opened their mouths revealing lines giving the inside of his mouth the appearance of an amplifier.

The Echo Echos each released a powerful scream at the iron pillars stopping them in their place. However, as he did so he ended up saving the PL members who were targeted. Even though he didn't want to, there was no way he was going to disrespect Ben's memory by letting them get attacked.

"Impressive," Gajeel snarled as the pillars he extended popped out of his iron pillar leg, "but that doesn't save your-"

"Friend!" Gajeel finished as he punched Elfman hard with an iron pillar fist which sent him flying. However, what he didn't expect was for Natsu to suddenly appear and jump off of Elfman's airborne body towards Gajeel. Gajeel's expression turned from irritation to surprise as he stared at Natsu's furious expression. He punched Gajeel hard with a flaming left fist which sent him flying. Just before he reached the bar, he was punched hard in the back and felt a freezing sensation when he was punched. He then fell forward onto his face somewhere in between Natsu and Shuzy.

"Whoa," remarked a PL member, "Those kids sent him flying."

"Nobody's ever done that before!" exclaimed another.

Gajeel quickly pulled himself into a sitting position and stared at the pink-haired wizard and then at the girl with long blue hair and no glasses.

"Allow me to introduce myself," Natsu said angrily with his hands enveloped in flames, "I'm Fairy Tail's first Dragon Slayer!"

"And I am it's second," Shuzy said with her fists enveloped in an icey aura with an equally angry expression on her face.

"Elfman," Natsu said as Gajeel stood up with a grin, "Leave this guy to us. You too Soron."

"Come on!" Elfman exclaimed, "first you use me as a springboard, and now you want to steal my man to man fight?"

Gajeel gave Natsu absolutely no time to respond as he took a step with excitement in his eyes.

" **Iron Dragon: Club!"** Gajeel shouted as he extended an iron pillar from his forearm again at Natsu. The attack send Natsu skidding backwards, but he managed to hold onto the club.

"Natsu!" Erza shouted in concern as she turned towards him.

"Are you alright?" Echo Echo asked now with all his clones back inside of him.

"You destroyed our guild hall," Natsu said angrily without looking at Gajeel, "and you attacked Levy and her team!"

"I'LL MAKE YOU," Natsu yelled with his fists in flames once again as he threw Gajeel into the air by grabbing onto the iron pillar, "PAY!"

Gajeel managed to place his feet onto a wooden beam and leap off of that towards Natsu, and Natsu prepared to punch with a flaming fist. Gajeel tried a normal punch, but Natsu blocked it before delivering a flaming right hook into Gajeel's face. The force of the punch sent Gajeel flying back, and Shuzy also joined in on the attack. She delivering a spinning kick with an icey aura surrounding her left foot. Her kick sent him flying into a wall where he made a dent outlining his body.

"Whoo," Makabe smiled, "They're fired up now."

"Yeah," Macao agreed with a smile, "I'd hate to be that other guy."

Elfman just grunted once.

"He's quite a wizard," Erza said with a smile, "and so is Shuzy."

"Alright," Elfman said unhappily, "you're manlier than I thought. I'll let you have this one, but you gotta promise me that you're gonna-"

"You bet!" Natsu interrupted as he turned to look at Elfman, "I'll beat him to a pulp!"

At that moment, Gajeel had freed himself from the crater he made in the wall and made a thud as he fell out onto the floor. That had regained Natsu's attention.

"Nice try," Gajeel said as he stood up, "but I'm still standing."

"True," Natsu smiled.

"You won't be for much longer though," Shuzy added as she walked up to Natsu and stood next to him.

"Oh yeah?" Gajeel said before he ran at them.

"Uh oh," Natsu and Shuzy said in unison right before Gajeel delivered an iron pillar kick at Natsu and an iron pillar punch at Shuzy. Both attacks sent both FT dragon slayers flying backwards. One towards a wall, and the other towards the roof.

"Ouch," Echo Echo remarked as he watched them both land on the ground.

"Aw," Gajeel said with his face shrouded in darkness and his eyes glowing red, "What's the matter? You can dish it out, but you can't take it?"

Suddenly, a burst of flame jumped out of the crater made by Natsu and a figure could be seen inside of the flames. It was Natsu Dragneel, and he happened to have glowing red eyes as well. However, his eyes returned to normal at the same time as the flames extinguished themselves.

"It's gonna take more than that to keep me down!" Natsu said grinning in excitement. Gajeel just laughed at that.

"You seriously think you can beat me yah pyro!" Gajeel returned as a glowing green mystical circle could be seen in his right fist.

"What do you mean think?" Natsu said as his right fist engulfed in flames and a fiery orange mystical circle hovered over it, "I know I can!"

"We'll see about that!" Gajeel yelled before he launched his now iron fist at Natsu using his usual pillar extending method. Much to Gajeel's surprise, Natsu was able to hold it back with one flaming fist. However, he was still forced back a few steps.

"Your steel beams can't even touch me!" Natsu yelled as he looked at Gajeel, "You oughta start steppin up your game!"

As he said that, the steel beams began to liquify due to the flames growing as the effect of Natsu's growing rage.

"The rumors are true," Gajeel said impressed, "You're way more powerful than you look."

He then retracted the steel pillar allowing his hand and forearm to return to normal. He glanced at it once to see that smoke or steam or whatever it was was wafting off of his arm. Natsu's fist was still engulfed in flames.

"That actually burns a little," Gajeel smirked, "So, is that all you got, Salamander?"

"That was my warm-up," replied Natsu with an unhappy expression, "I'm just gettin' started."

"You ain't seen nothing yet you metal freak!" Natsu added. They then stood their for about a minute staring at each other before Natsu suddenly leapt at Gajeel. Gajeel also leapt at Natsu as his fist and forearm morphed into a steel pillar again. Fortunately for Gajeel, Natsu was too slow to block the attack and was sent flying into a wall. Gajeel sneered as Natsu's flame was extinguished. Apparently, Natsu was punched so hard he was rendered unconscious.

"Your guy put up a good fight," Gajeel said as he looked at the standing Fairy Tailers, "but even he's no match for me!"

Suddenly, he was sent flying into a wall from a punch that was given by a fist surrounded in an icey aura. She stared as Gajeel fell to the floor after crashing into the wall.

"You may be able to stand the heat!" Shuzy yelled angrily at Gajeel, "but can you survive the cold?!"

Gajeel's expression soured as he stood up from the floor and looked at the blue haired Ice Dragon Slayer.

"Damn," Gajeel said berating himself, "I forgot about you. I won't make that mistake again."

All of a sudden, he launched at Shuzy with his forearm and fist morphing into a metal pillar again. Shuzy wasn't prepared, but fortunately she was quick enough to dodge the pillar. She proceeded to grab it, and throw him over her towards the wall behind her.

"Way to go Shuzy," Igrao smiled.

However, the battle was not yet done as Gajeel stood up again with an enraged expression.

"Okay you little bitch," Gajeel snarled, "I've had enough of you!"

"Chill out dude," Shuzy said, "Your attitude is making the room way too heated."

" **Iron Dragon: Sword!"** Gajeel yelled as his arm suddenly became a giant chainsaw as he leapt up into the air and slashed down.

Shuzy widened her eyes in surprise, but that didn't stop her from rolling out of the way. However, Gajeel had planned for that as he swung his other arm which had also transformed into a chainsaw at her. Shuzy looked up too late to be able to dodge and froze in fear.

"Shuzy!" Igrao yelled in fear as he began running forward. Unfortunately, Gajeel's attack was too fast and when the attacks struck a crater formed underneath shuzy which tossed wooden dust into the air. Gajeel sneered in victory and began to laugh. However, when the dust settled they could see a giant figure with two spike hands crossed stopping the chainsaw blade. The green figure had green crystalline spikes protruding from the backs of his shoulders, two out of his chest on either side of the golden megatrix symbol. His outfit was like a skintight onesie, and was blue-ish, but didn't cover his arms and involved skintight headgear that didn't cover his face. The back of his head had a spike as well, but that was also covered by the headgear. He had golden eyes as well.

"Have you no sense of honor?!" the figure said angrily before his spike arms changed form and morphed over the chainsaw. Gajeel watched in horror as the figure shattered his chainsaw by using his morphing crystalline arms to twist and squeeze on the chainsaw.

"Nothing has ever destroyed by chainsaws!" Gajeel snarled as he jumped backwards as soon as he touched down on the ground, "Just what are you?!"

"I'm Diamondhead," Diamondhead replied as his arms morphed into crystalline hands allowing the chainsaw shards to fall to the ground, "and I'm the one to beat."

"Diamond or not," Gajeel said with a deadly expression as his forearms and fists returned to normal, "I'm going to kill you!"

He then leapt at Diamondhead turning his arm into a metal pillar again. However, as soon as he made contact with Diamondhead the metal pillar bent like a tin can. However, Diamondhead was forced back a step.

"That actually stung," Diamondhead said as he forced the bent pillar backwards forcing Gajeel to go flying back. However, Gajeel immediately backflipped as he turned his arm to normal before landing feet first on the ground.

"Now then," Diamondhead said as he morphed his arms one more time making them look like a jagged bouquet of crystals, "Let's party."

However, as soon as he said that his Megatrix began flashing silver giving off a few beeps.

"Ah shit," Diamondhead said before he was enveloped in a silver light and returned to normal. He was back to being Soron MacLeod, normal human, and all around master of brooding.

"Looks like you're out of magical energy," Gajeel sneered victoriously. He then leapt at Soron with his arm turning into metal pillars once more. Shuzy quickly tackled into him as a way to return the favor for when Soron saved her life. Her tackle took them out of the line of fire, however Gajeel still made contact with someone.

Natsu was that someone and he stood with a fist in flames. Also, Gajeel was sent flying through the air into the beams above. The contact Gajeel made was with Natsu's flaming fist hitting his chin.

"How do you like that?" Natsu asked angrily, "Punk!"

Gajeel quickly protruded some foot blades from the bottoms of each of his feet and stuck to the bottom of a wooden beam. With a grin he looked down at Natsu.

"You shouldn't be so cocky," Gajeel replied, "I already knocked you out once after all. Heh heh."

"I was holding back," Natsu countered as some beams fell to the ground nearby, "From here on out, I'm going all in!"

The Fairy Tailers were amazed at Natsu's fiery comeback and resolve, but their attention was diverted from Natsu for a bit. Mostly because the building began shaking.

"Everything's shaking," Igrao said as he looked around.

"I guess they're going at it," Macao remarked.

"Who?" Shuzy asked confused.

"Master Makarov and the Phantom Lord's leader," Erza replied, "Jose."

"This is what happens when Master Makarov's angry," Cana said as she stood holding a card.

"It's called the giant's wrath," Loke explained as he looked upwards.

"Nobody will be able to stop him now," Nab said. Nab was a guy that wears shaman-esque looking apparel. For all Soron knew, the guy was a native of the country they're in.

"If he gets angry," Elfman remarked with a smile, "He gets even manlier."

Erza had her main sword raised and then slashed down once with a stern expression on her face.

"Prepare to fight!" Erza commanded, "We cannot lose as long as Master Makarov is with us!"

"She's right people!" Soron yelled as he stood tall even though his Megatrix's hourglass was still silver, "Fairy Tail shall prevail this day!"

Soron had just punched a Phantom Lord member in the face knocking him down even though he was still in his main form when he heard a cry coming from above. He watched in horror as he recognized Makarov falling to the ground from the very top of the castle. He immediately ran towards where his brilliant mind deduced Makarov would fall due to mathematical equations involving the speed of Makarov's fall and how high up he was. He quickly leapt through the air and caught the old man before he could land on the ground.

While there wasn't a thud, everyone heard the scream and looked to see what caused it. They all widened their eyes in shock and a little horror as they saw how green Makarov was.

"What happened to me?" Makarov asked weakly as Soron laid him on the ground gently, "My magic, it's gone."

Everyone left their battles immediately and ran to Makarov's location and knelt next to him. Erza on the other hand picked him up gently and laid him on her legs as she knelt.

Soron flashed back to the loss of another old man he considered a friend, and clenched his fists in rage. He clenched his fists so hard they became white and blood leaked out of his hands due to his nails piercing the skin and blood vessels.

"What happened to him?" Cana asked as she looked at Soron who was there first.

"I don't know," Soron snapped with an angry expression. She recoiled at his anger, but she knew it wasn't directed at her. Still, she has never seen anyone this angry before. Well, until today. Soron didn't hear anything else as he focused on controlling his rage. Above them, Gajeel watched from the rafters where he hung from a beam upside down with a victorious grin on his face. However, his glee faded when a thought entered his mind.

"Hmph," Gajeel grumbled, "guess the fun's over, and just when things were starting to get good."

 **Down on the ground…**

They were still confused as to how Makarov was weakened so, and Grey was voicing his own confusion.

"I don't understand," Gray said, "Gramps is so powerful, how'd they beat 'em?"

Soron then looked upwards and then at his megatrix which was now charged once more. He looked back up and came to a decision.

"I'm going to find out," Soron said darkly as he brought up his megatrix and began the process to change his form. However, when he heard the jeering of the Phantom Lord members he focused his attention on them.

"On second thought," Soron said as he gave them murderous glares, "You guys handle that. I'll handle these assholes."

Suddenly, the Phantom Lord members charged at them with renewed vigor and belief in victory. Suddenly, Soron was enveloped in golden light once again. As soon as it had ebbed, Soron was standing in a form none of them had seen before.

It was an extremely buff figure that glowed like the Gods did in the Disney Hercules movie. The man happened to look a like a buffer Laxus which made the Fairy Tailers widen their eyes. The man also wore greek-looking armor, but much more similar to the outfit worn by Dwayne "The Rock" Johnson's Hercules movie. On his head was a golden laurel wreath. On his chest was the golden megatrix symbol and he had golden eyes.

"All of your Phantom Lord flies will fry!" the man declared before he raised his hand and zapped lightning out of his fingers sith-style, "None can withstand the might of Jupiter! All are below me, for I am King of the Gods!"

"This guy's off his nuts," remarked one of the Phantom Lord members that had dodged the lightning blasts.

Jupiter looked at him and glared making the PL member terrified beyond belief. The PL member immediately bolted away. Jupiter immediately vanished with a lightning-esque style and appeared in front of the PL member much the same way. The PL member was too slow to stop and ended up getting caught in Jupiter's hand. Jupiter had held out a hand and grabbed the PL member as soon as the guy was close enough. Where he grabbed the PL member was by the neck.

"None who insult me shall go unpunished," Jupiter said with a calm expression as he began squeezing on the man's throat hard enough to make his face go purple and inflate like a balloon.

"Soron!" Erza said becoming horrified at what Jupiter was doing, "Phantom Lord may deserve to die, but we don't get to choose who lives or dies!"

"Shut up you insignificant worm!" Jupiter spat unknowingly transferring electricity into his unfortunate opponent, "Nobody tells the King of the Gods what to do! I am above all! I have every right to decide who lives and who dies!"

"LET HIM GO!" Erza yelled sternly as she looked into Jupiter's eyes. Suddenly, Jupiter dropped the guy and stumbled clutching his head as he did so.

"No!" Jupiter yelled, "This is my body! I won't let you have it!"

He then looked down at the megatrix symbol and grinned insanely.

"I know!" Jupiter laughed crazily, "I'll zap this thing on my chest! After that happens I'll have this body forever! Hahahahaha!"

He then prepared a bolt of lightning and aimed it at his chest, but before he could zap himself he was struck by something. That something knocked his hand away causing him to accidentally blast a PL member. He looked up to see a sword with golden blood oozing onto the floor. That sword belonged to Titania Erza, the Queen of the Fairies.

"I will not let you kill my friend!" Erza stated as she had realized that Soron and Jupiter were two different entities, "He saved my life, and now I shall repay the debt I owe him!"

"You can't stop me," Jupiter sneered, "I am a god and therefore unkillable! Besides, we share the same body even if our forms are different. If you were even capable of killing me, you would also kill him."

" **Ice Make: Cage!"** yelled Gray causing Jupiter to be trapped in an ice cage.

"Ice…" Jupiter said raising an eye, "Pathetic. Ice is like paper to me. Easily destroyed. It can't hold me!"

"It doesn't have to!" Erza said as she leapt at Jupiter shattering the cage and then pressing the Megatrix symbol as her momentum caused them to fall down with her on tip.

"What the-" Jupiter exclaimed as he began vanishing, "How?"

"Soron told me of the one form he couldn't control and how to stop it," Erza whispered in Jupiter's ear, "He knew I'd do anything to stop it from destroying Fairy Tail. Next time you take control, I will kill you without a second thought."

"Noooooooooo-" Jupiter cried anime-style before vanishing entirely. In Jupiter's place was Soron, and he was confused.

"Um," Soron said reddening a bit, "What happened, and why are you on top of me?"

Erza quickly reddened too and quickly got to her feet and practically flew back to Makarov out of embarrassment.

Above them, Gajeel stared at Soron's watch. He watched the entire thing, and now he knew that Soron didn't have magic. In actuality, he had a device that gave him takeover abilities. There was also a way of disarming him, and that would indeed come in handy… especially against the lightning-based form. That one was a wild card. It could either help Fairy Tail, help Phantom Lord, or destroy both sides. Gajeel grinned evilly as he came up with a plan as to how to defeat the shapeshifter.

"We must retreat!" Erza yelled as she watched the fighting resume, "Everyone, back to the guild at once!"

"No way!" Gray said in disagreement, "We can't just give up!"

"A real man never retreats!" Elfman agreed.

"We can't!" Erza reasoned, "We don't stand a chance against Jose! Now retreat! That's an order!"

"Don't forget!" Soron added, "We have to take care of our wounded!"

"We're going to have a talk later," Erza said sternly to Soron.

Up in the rafters, Gajeel hung upside down as he watched the Fairy Tailers make their retreat. He sneered at how victorious Phantom Lord was this day.

"There they go," Gajeel said, "I knew it wouldn't be long before those gutless cowards gave up and started running for their lives."

"They're retreating with sorrow in their hearts," said a man standing on top of the wooden beam Gajeel was hanging from.

He was a tall, tan skinned man wearing a long green coat over a yellow shirt, and a pair of loose pants. His eyes were covered in bandages and wore a hat that was the same color as his coat. He also had a purple-looking scarf that had white stripes on it.

"Aria," Gajeel said as he flipped over and up onto the beam to crouch next to the other guy, "Nice to see you're just as creepy as ever. I gotta commend you on taking down that Fairy Tail geezer."

"I just followed Master Jose's orders," Aria said dismissively.

"But," Aria added with tears spraying from under the bandages due to him crying, "thank you!"

"Why are you always crying?" Gajeel said a little annoyed, "Geez, cut it out."

"So," Gajeel asked smiling again, "What happened with that Lucy girl?"

Down on the ground, Natsu turned to look up at the two.

"She's been captured," Aria replied once again calm, "the poor wretch is being held in a gloomy cell at headquarters."

"So much for giving her a warm welcome huh," Gajeel joked smugly.

 **Back on the ground…**

Natsu stared with a stunned expression as he tried to comprehend what he heard.

"No way," Natsu said.

"Is there something wrong?" Happy asked concerned when he noticed his expression.

"Gajeel!" Natsu roared.

"We'll finish this someday," Gajeel smirked, "Salamander."

As soon as he finished speaking, Aria raised an arm behind him and they shimmered away.

"Those jerks," Natsu said angrily, "kidnapped Lucy."

"Wha?!" Happy exclaimed.

"Everybody out!" Erza said as she stood waving her arms urging for the Fairy Tailers to leave, "Let's go!"

"I'm not going back yet!" Gray said, "I'm not leaving till I get revenge! They gotta pay for what they did to us!"

"They will," Soron said darkly as he walked up to Gray, "believe me, I know how you feel. However, we still have to regroup. We need to recover our energy, heal our wounded, and above all take care of Makarov. We can't afford to be stupid about this! Being smart is the only way we survive and win the war!"

Gray looked at Soron, and while he was a bit angry at him and a little afraid of him cause of Jupiter… he saw that Soron was being deadly honest. He knew about the war, and now saw why he was the leader in that war of his. Soron was doing everything he can to keep all of Fairy Tail alive since he failed time and time again in his own reality. Soron would never allow himself to make the same mistakes twice. He also realized that Makarov was more important than getting revenge. At that, he agreed to retreat.

The Phantom Lord members chased the Fairy Tailers out of their castle, but unknown to them one stayed behind. Natsu grabbed the PL member at the very back causing him to fall down. He looked up and stared with fear as Natsu stared at him with his head covered in shadow and red eyes glowing.

"No, the Salamander," the guy panicked, "and that cat!"

"That's right," Natsu said darkly, "and we need to chat!"

 **Later, at the Phantom Lord HQ…**

Lucy had been unconscious on the cold stone floor of a castle's cell for quite a while, but now she was awake. She slowly opened her eyes and then bolted up into a sitting position and stared around confused and scared.

"What the?" Lucy asked nobody in general, "How did I get here?"

Outside of the cell door which had a window with iron bars in it, a man shimmered into existence. Said man wore a cliche witch's hat that was colored purple, had a mustache that reaches past his mouth and had a permanent smile. He also had red hair, a purple colored coat-like-thing that had spiky parts to it which lay over a yellow-ish shirt. The shirt had a red odd-looking bowtie. He also wore red knee-length pants, white knee-high socks, and had shoes on his feet as well as bat-like wings on his back which appeared to be just for decoration. The wings were permanently extended after all. That man was Jose, the Master of the Phantom Lord guild.

"So you're finally awake," Jose remarked, "I was getting worried about you Lucy."

"Who are you?" Lucy asked as she looked over her shoulder towards the door. Said door was being unlocked and opened.

"I am Master Jose Porla of the Phantom Lord guild," Jose replied.

At that, Lucy became angry because she hates Phantom Lord for what they did to her guild-mates/friends.

"You're with Phantom?!" Lucy asked angrily.

 _That's right. I was captured by two of the Element Four,_ Lucy thought to herself as she flashed back to when that Juvia woman and the strange guy with the stranger accent had rendered her unconscious with Juvia's water-based magic.

"I'd like to apologize for this dingy cell," Jose said as he took a few steps forward, "and being tied up must be degrading."

"But I'm afraid I had no choice my dear," Jose continued, "That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy!" Lucy yelled angrily.

"You better let me go," Lucy added, "My friends are gonna come looking for me."

At that, Jose turned around and proceeded to stroke his chin as if in thought.

"Depending on your willingness to cooperate," Jose said, "I'm fully prepared to treat you as Phantom Lord's esteemed guest rather than a lowly prisoner."

"What do you mean by that?" Lucy asked unaware of a centipede crawling up onto her left thigh. However, as soon as she finished her question she noticed the bug and shrieked.

"Ahh!" Lucy exclaimed, "Yuck! A bug crawled on me!"

"See," Jose said trying to push her to agree, "You don't want to stay in here, do you?"

"I have a beautifully decorated suite waiting for you if you promise to behave," Jose continued.

"Why does your guild keep attacking us?!" Lucy demanded now that she had recovered from the experience of a centipede having crawled on her.

"Who is us?" Jose asked confused for a second.

"Oh, I'm sorry," Jose said in realization, "Are you talking about Fairy Tail?"

"It was a means to an end," Jose said with an evil grin, "and that's all."

"What?" Lucy asked confused.

"You see," Jose explained as he faced his palms towards her, "We were working towards out main objective of acquiring a certain someone."

"They happened to be a member of Fairy Tail," Jose continued, "so if we have to destroy a guild to get ahold of it?"

"So be it," Jose finished as he turned his palms away from her.

"Who are you talking about?" Lucy asked confused.

"Oh my my," Jose said amused, "You're such a naive young lady. Not at all what I'd expect from a debutante."

Lucy forgot about her anger for a second as she was shocked that he knew who she was.

"I'm talking about you of course," Jose continued, "Lady Lucy. The privileged daughter of the wealthy Heartfilia family."

"But," Lucy asked not nearly as bravely as she wanted to be, "How did you find out about that?"

"Ya know," Jose admitted, "I'm surprised you never told your fellow guild members the truth. And I don't understand why the daughter of a wealthy tycoon would stoop to such cheap and dangerous work as wizarding for such a low class guild. Do you?"

"I've been…" Lucy said trying to understand, "kidnapped?"

"No my dear," Jose assured her, "I promise it's not like that. We're not looking for ransom money. We're just doing our job."

"We were hired by your father to bring you home to him," Jose finished.

Lucy widened her eyes at that in confusion, surprise, and shock because it just didn't make sense. Why would her father want her back home? It's not as if he really cared about her wellbeing or her in general.

"No," Lucy said in disbelief, "I-I-I-I don't understand. Why would he want me back?"

"Why do you seem so confused," Jose said a little confused himself, "Any father would go looking for a daughter that ran away from home."

"Not him," Lucy said angrily with her eyes shut and head lowered, "honestly I'm shocked that he even noticed I was gone."

"I'm not ever going back to that house!" Lucy declared as she suddenly opened her eyes and looked up at Jose, "I don't want anything to do with him!"

"Oh dear," Jose sighed, "I should've known that you'd be problematic."

"Well," Lucy said, "you might as well just let me go."

"I'm sorry," Jose apologized insincerely, "but I can't do that."

 **Back at the guild hall…**

Master Makarov was now laying on a table and Mirajane was tending to him as best as she could. However, there was nothing she could do except let him rest and allow the spell that was cast on him to wear off. Everyone that had attacked Phantom Lord had returned except for Natsu and Happy. However, they weren't surprised. It was just a Natsu thing to do. The wounded were laying down on soft items that were drawn into creation by the painting wizard. While he's not that powerful, he is indeed very useful in some cases. While everyone tended to their friends and looked in on Makarov from time to time, Soron just sat at a table away from everyone absentmindedly drawing on the table with a knife he had found laying around.

He was furious with himself for transforming into Jupiter, because that form is just too uncontrollable. That is what one gets for asking for an alien transformation based off of the greek gods after all. It would've been better if he went for someone like Balder or Thor if he was being honest with himself. Well, the past is the past. He just has to focus on the present and the future. Speaking of the present, it wasn't looking very good because one of the scariest women he ever met was on her way to him. She didn't have a very happy expression.

"Now that I'm done checking on everyone," Erza said with a stern tone, "Tell me why you turned into that insane takeover."

"Ha," Soron said miserably, "You say that as if turning into Jupiter was my choice."

"Wasn't it?" Erza asked with a raised eyebrow.

"Hell no," Soron snorted, "As a matter of fact, I was going for Krypto-man or Rath. The damned watch malfunctioned again. That's all it was."

"I still can't believe that your wrist item is the source of your power," Erza said as she finally sat down.

"Give it time," Soron said, "Or don't. Whichever floats your boat. Doesn't matter to me one way or the other."

"Why do you wear something that is so faulty?" Erza asked.

"It was the only way to take on the worst evil in my reality," Soron replied, "and I've been using this damned thing for so long, I don't know what I would be without it. Just like you and your armor, my watch is a part of me… if that makes any sense."

"It does," Erza said as she massaged her head.

"Headache?" Soron asked with a raised eyebrow.

"A little bit," Erza admitted. She then looked away and stared at seemingly the rest of her guildmates before she looked back at Soron.

"Can any of your takeovers help the Master?" Erza asked with an expression of hope.

"I'm sorry," Soron sighed as he shook his head, "No. I have a form that can reverse time and look backwards or forwards into time. Unfortunately, none of my forms can heal. Also, reversing time is risky. Sure, he has had a long life and I could possibly do it successfully. However…"

"However what?" Erza asked.

"While it may reverse the physical damages," Soron explained, "It won't return his magical energy, mana, or whatever its called to him. The only thing that can be done is us taking the fight to Phantom Lord again and find the one responsible for his condition."

"Oh," Erza said disappointed even though she suspected this to be the answer anyway.

"Don't worry," Soron said as he leaned forward, "The old man is very strong. He'll pull through. He wouldn't be a Wizard Saint if he couldn't, right?"

Erza just nodded once as she gave him a rare small smile before standing up again. Without another word, she turned around and walked off.

* * *

I didn't include the scene of Lucy's abduction because I honestly didn't understand much of the french guy's dialogues. i didn't want to put something inaccurate and so decided to leave that bit out. In anycase, I know that the scene involving Jupiter was a bit too... evil-like. however, in some myths the greek gods(especially Zeus) were jerkwads that believed themselves to be superior to all. also the bit where Jupiter clenched his head was because Soron began to fight back and try to take control of the form. i hope that answered all your questions. if not, then please ask and i'll answer as best as i can.


	7. Episode 7: 15 Minutes

Episode 7: 15 Minutes

Mirajane had asked the two cowboy and cowgirl wizards to take Makarov to a wizened old healer that lived in a tree. From what Soron had learned of her… she doesn't give a damn about anything. However, she at least had a code that forbade her from refusing to help someone. However, that didn't matter to Soron right now as he was busy fiddling with his megatrix. He figured it was about time he put some sort of firewall or something to prevent himself from accidentally transforming into Jupiter again. After all, he didn't want to end up siding with Phantom Lord.

"Hey," said a familiar male voice. Soron didn't even have to look up to know it was Igrao.

"What?" Soron asked without looking up.

"Shuzy and I need to know something," Igrao said as he sat down across from the shape-shifter.

"Do you have any magic at all?" Igrao asked when Soron didn't respond. Soron stopped fiddling with his megatrix for a second when he heard that, but he went right back to what he was doing.

"If I did…" Soron replied, "it wouldn't really matter. Events would take fold as they are. Doesn't matter if I have magic or not."

"Yes it does," Igrao said darkly.

"What do you-" began Soron before he was punched hard. The punch knocked him off of his chair and onto the floor. When he stood up he saw that Igrao held a sword in his right hand.

"The hell did you punch me for?!" Soron exclaimed.

"Those who have no magic and yet wield abilities that no human has…" Igrao said angrily, "are a threat to all wizards!"

"Well that's a load of bullshit!" Soron said getting angry, "I have done nothing to make you think that I'm the enemy!"

"Liar!" Igrao shouted, "I saw you when you were that buff form who wielded lightning! You were - nay - you are a monster!"

"The hell is going on here?!" demanded a scary feminine voice. However, the voice didn't terrify Soron or Igrao at all.

"Kirito over here is threatening to kill me," Soron snarled, "and I haven't done anything to him… yet."

"I will not let you bring the apocalypse!" Igrao shouted, "People like you are what forced Shuzy and I from our home! People like you are responsible for the deaths of all those we considered family!"

"If you're gonna fight me, then fight me!" Soron yelled.

At that, Igrao charged at Soron with the intention to skewer Soron. However, he quickly jumped back when he saw a sword not his own slash near him. He turned towards his attacker and saw Erza in her Hearts Kreuz armor and a normal sword in her right hand.

"This man is not our enemy Igrao!" Erza said sternly, "He is the one man we cannot afford to vilify! Should he leave us forever, we'll stand no chance against Phantom Lord. Especially, since the Master is still unwell. If you have any issues with him staying… fight it out after Phantom Lord is defeated."

Igrao stood there glaring at Soron and Erza, but eventually he grunted as he allowed his sword to vanish. He then proceeded to turn around and walk off.

"You didn't have to intervene," Soron said quietly as Erza's sword vanished.

"Of course I did," Erza said without looking at him, "You are one of our strongest members, and since Mirajane has retired from the fighting lifestyle… I'm not sure Fairy Guild would survive if you left."

"Why'd you call him Kirito?" Erza asked with a curious tone and expression as she finally looked at Soron.

 **Later…**

Soron had finally put in the firewall to prevent himself from turning into Jupiter again. However, he didn't feel like that was enough. That was why he had transformed into Kronos, his timelord form, and was doing his best to heal the injuries of his guild-mates. However, he stopped doing that when he heard the saddened voice of Lucy. With a frown, he looked up and saw that her head was facing the floor as she sat on a barrel with Natsu leaning on a wall next to her.

"It's just," Lucy said quietly, "All my fault."

At that, Soron or Kronos, whichever you want to call him, stood up and walked over to Lucy.

"Don't blame yourself for this," Soron said kindly as he knelt in front of her

"Hey," Soron said when Lucy didn't look at him, "I've had people come after me my entire life just because I was half-human. It's just one of the downsides of being awesome."

"Really?" Lucy asked as she raised her head.

"Nah," Soron admitted, "I just said that to try and cheer you up. However, you are awesome. You didn't run away in the face of danger, and you used your wits to escape that arrogant prick. Not many can do that. Well, I suppose they can. However, not many are brave enough. Some would just cower and submit in such a situation."

"Besides," Elfman said from nearby as he had heard the entire conversation, "you're protected by a real man like me, now."

"Will you stop that 'real man' nonsense?!" Grey asked irritated.

"I gotta say," Happy said from the floor nearby, "I was shocked when I heard the news. Why'd you hide the truth from us Lucy."

"She feared she wouldn't be accepted," Soron guessed, "after all, not many working class people can accept the rich in their lives."

"That's might be true," Lucy said, "but I didn't try to hide anything. I mean, there's no way to bring up the fact that I'm a runaway in casual conversation."

"I've been gone for a year," Lucy continued, "and my father hasn't cared. Now all of a sudden, he wants to force me to come home?"

"He's done all those horrible things just to get me to go back" Lucy finished, "I hate his guts!"

"Still," Lucy added miserably, "if I hadn't run away in the first place. None of this would've ever happened."

"C'mon!" Elfman said, "don't be ridiculous! You're dad's the one to blame!"

"Idiot!" Grey said.

"Uh," Elfman quickly retracted his statement, "I mean it's phantom's fault."

"No," Lucy said still miserable, "I'm the one who brought trouble to the guild, and it's all because of my own selfish choices."

"I'm so very sorry," Lucy said, "I'm just gonna-"

Suddenly, her face jerked to the side and a burning sensation appeared on her left cheek.

"Ow!" Lucy cried out as she placed her hand on her face. She then turned to see who had done it and saw Soron with an angry expression on his face.

"The hell did you do that for?!" Natsu exclaimed.

"Don't blame yourself," Soron said angrily, "You are not the one at fault! Sure, it may have been selfish to leave your family. However, it was also your right! You're not someone's pet to be kept on a chain and told what to do! You're a member of Fairy Tail! The only ones who have to pay is Phantom Lord and your father!"

"I may not have been in this reality long," Soron added in a calmer tone, "but I believe that free will is everyone's right no matter where you're from. Without free will, we may as well be robots."

"Soron's right," Natsu grinned attracting Lucy's attention, "besides, I can't see you playing the part of a pretty princess sitting around in your mansion. Laughing with us in this filthy guild hall, goin' on adventures even though you'd freak out all the time. That's who you really are."

"You said you wanted to stay with us, right?" Natsu asked, "Why would you ever go back to the place you ran away from?"

"C'mon," Natsu smiled, "Who are you trying to kid? You're Lucy of Fairy Tail! No more runnin', because you belong here with us!"

At that, Lucy began to cry as she stared at both Natsu and Soron.

"Ah don't cry," Grey said uncomfortably, "it's just not like you."

"Yeah, please!" Elfman said shakily, "real men are weak to womanly tears!"

"Sorry!" Lucy sobbed.

Suddenly, the sound of shattering glass could be heard which attracted their attention. Lucy was not going to be the only one to cry today as it appeared. Mira was standing by the bar with an expression of anger and sadness as tears streamed down her cheeks.

"Mira," Elfman said in concern.

" I don't understand. How can someone in Fairy Tail be so heartless and cruel?" Mira said. Once again, Soron frowned and walked over to a distraught guild-mate.

 _What is with me today? Why am I being so kind and empathetic today?_ Soron asked himself in the back of his mind.

"I can't just sit here and watch!" Mira said as she whirled around, "I have to join the others and fight!"

"Wait," Cana, the guild's top alcoholic said, "don't be ridiculous!"

"I feel totally useless being stuck here at the guild hall," Mira continued, "I want to help!"

"I understand," Cana said as she placed her hand on Mira's shoulder, "but you'll only get in the way as you are now. Even if you were once an s-class wizard."

"Then she still is," Soron said as he came to a stop next to them, "Once an S-class wizard, always an S-class wizard. You don't stop being what you are. You only grow. Whether it be in power or as a person. If you truly believe that you can become the wizard you were in the past, you can be that wizard again."

 **Meanwhile, with Erza…**

Erza had elected to take a shower after she stopped Igrao and Soron from fighting each other. However, she had been there for about an hour or so just to clean herself of the grime and whatnot. Now, she just stood there letting the water run over her body as she thought.

 _The Master's not here with us. Neither are Mystogan and Laxus. So many of us are wounded. How could we possibly handle another battle?_

She then remembered the events of the battle at Phantom Lord which ended with the Master being struck down. In anger she punched the wall.

 _What was I thinking?! Why didn't I go with him?! Soron could've handled the responsibility of command on his own! In fact he's the best choice between us! This is all my fault! I'm a disgrace!_

Her thoughts were interrupted as the ground shook violently alongside the sound of a ginormous thud.

 **Back in the main hall…**

Everyone began to panic in confusion as to what was causing that loud thud and the ground's shaking.

"What's going on?!" Grey asked while Soron returned to his normal form to conserve power.

"Outside!" said the cowboy wizard who had just returned.

They all rushed out of the guild building and came to a stop outside where they looked on with horror.

"What is that thing?!" Natsu exclaimed with his eyes shaking.

It was a castle with gigantic spider-esque metallic legs.

"It's Phantom Lord," Soron said which attracted the attention of Lucy for a sec.

"How do we fight that thing?!" Wakaba asked in fear.

"I never anticipated this!" Erza said as she began to panic, "I can't believe they'd go to such extremes just to attack us!"

Soron saw the others panicking as well, and so he decided to step up and take the lead till Erza could regain her senses.

"Alright!" Soron yelled as he walked up front, "quiet your belly-aching and listen to me!"

Suddenly, a portion of the castle began to slide down which attracted Soron's attention. He turned around and widened his eyes. A gigantic cannon barrel extended itself from the castle and pointed at them. In the barrel of the cannon an energy grew which meant the weapon was charging.

Without a second to spare, Soron immediately ran towards the cliff face and turned the dial on his Megatrix.

"Soron!" Erza called when she saw him running, "What are you doing?! Get back here!"

However, Soron didn't listen as he had found a form he hoped would work. He slapped down on the Megatrix and was enveloped in a blinding golden light.

Suddenly, a crystal being similar to Diamondhead but with a dark purple body and pink crystals stood in Soron's place. He had one golden eye, and the golden Megatrix on his person.

" **Chromastone!"** Soron yelled out as he took into the air. He got in front of the cannon barrel just it fired.

The blast hit him full force, and Chromastone stayed put in the air as he absorbed the energy. He kept at it for as long as he could which was a long time. Unfortunately, the blast was more of a beam so the energy was building up too fast inside of him. Which was why his crystal skin began cracking. As the cannon barrel stopped firing to cool down, Soron went flying backward as the energy exploded out of his chest into the air. Soron crashed into the ground next to his guild-mates and reverted back to his human form. He was barely conscious, and his clothing had been damaged combined with some cuts on his person. Clearly this magical blast was so powerful it translated to his normal form as well as his alien form.

"I don't believe this," Macao said as Erza ran towards Soron in nothing but a pink towel, "he actually managed to stop it."

"He's the only one of us that's a real man," Elfman said with surprise and admiration.

"Yeah, but look," Cana said as she stared at the shapeshifter.

"You okay?!" Erza asked concerned as she knelt next to him while Natsu, Grey, and Lucy ran up.

"Say something!" Erza yelled.

" _Makarov has fallen,"_ said the voice of Jose which echoed across Magnolia, _"and now your strongest wizard can no longer stand. Any chance of victory has slipped through your fingers with his defeat. Surrender Lucy Heartfilia immediately. You have no choice."_

"That's not gonna happen," shouted the cowboy wizard.

"Like any guild would hand over one of their own to a monster like you!" the cowgirl wizard shouted as well.

"You hear that?!" Macao shouted, "Lucy's staying put!"

The entire guild shouted their agreement.

" _I won't ask again!"_ Josa said angrily.

"Maybe I should just go with them," Lucy sobbed, "Give myself up."

That woke Soron up completely, and in a feat of adrenaline he stood up; albeit shakily.

"We would never betray her like that!" Soron shouted with one eye closed due to blood oozing over it from his forehead, "You'd have to kill us first!"

Once again, the entire guild shouted their agreement.

"You can stop asking now," Natsu shouted, "cause we're not gonna give you any other answer! We're taking every one of you jerks down!"

Lucy just stood there crying with her hands over her mouth.

" _IF THAT'S WHAT YOU WANT,"_ Jose shouted back with rage, _"THEN I'LL GIVE YOU A SECOND HELPING OF JUPITER! You've got fifteen minutes to ponder the folly of your actions!"_

"No way," Elfman said.

"What do we do?" Cana asked.

"They're gonna fire at us again?" Loke asked.

Suddenly, Soron collapsed to his knees as his adrenaline had faded. He then fell to his side as blackness took over his vision.

"Soron!" Mira said in concern now that she had joined the group next to Soron.

"Oh no," Grey exclaimed, "he's out, and he's the only reason the rest of us are still standing after that first shot."

Suddenly, shadowy figured flew out of the castle and towards them which caused them to panic even more.

" _You're in quite a quandary,"_ sneered Jose, _"aren't you, Fairy Tail? There are only two ways this situation can play out. Either my troops will tear you apart, or you'll be blown away by Jupiter!_

"Are ya kidding me?!" Macao exclaimed, "If he fires at us, he'll kill his own men!"

"Surely he's bluffing!" Wakaba said nervously, "Who'd do something like that?"

"No," Cana said certain, "he's gonna do it!"

Macao and Wakaba stared at her with their jaws dropped.

"Those phantom soldiers are created by Jose's shade magic," Cana explained, "they're not human so it won't matter to him if they're destroyed."

"What the heck are phantom soldiers?!" the cowgirl wizard asked.

"You saying they're ghosts?!" the cowboy wizard exclaimed.

"We've gotta do something to take out that Jupiter cannon," Cana said.

"I'm gonna smash that thing to pieces!" declared Natsu, "I only got fifteen minutes to wreck it, right?"

As soon as Cana nodded, Natsu ran towards the cannon.

"C'mon Happy!" Natsu said.

"Aye sir!" Happy replied as he popped out his wings and then grabbed him.

"Kay Elfman!" Grey said as he and Elfman ran towards the castle, "We're gonna storm the place too!"

"Oh yeah!" Elfman agreed.

"You're not going in alone!" Igrao said as he showed up alongside them.

"And we're gonna stay here to protect the guild hall!" Cana declared as she pulled out six cards, "You with me?"

"I'll take the lead," Erza declared.

Erza watched as Igrao, Grey, and Elfman ran towards the castle and then onto it.

"Be careful," Erza watched before she summoned a sword as she turned her gaze to the shades.

"We will not falter!" Erza yelled as she raised her sword in the air, "We shall defend our guild and Lucy with all we got! For Master Makarov! For Soron! For Lucy!"

Her guild-mates roared their agreement as the first shade swooped down. Erza slashed at it, but her blade just went through it.

"What the hell?!" exclaimed Erza.

 **Meanwhile, above the castle…**

Natsu fell towards the gigantic cannon with his right fist engulfed in flames. As he landed on the barrell, he punched it hard. Unfortunately, the cannon's metal was very durable so Natsu's attacks was having no effect. He proceeded to punch again and again and again, but just like his first punch it didn't do anything to the barrell.

"Crap," Natsu said irritated as he punched, "I'm barely even scratching the surface!"

"I guess we're just going to have to destroy it from the inside, huh," Happy suggested. Natsu immediately stopped punching as he realized Happy was right.

Natsu and Happy then dropped into the barrel itself and ran down the bottom of the grooved barrel towards the end where they saw light. Once they got inside, they found themselves looking at a cavernous room. In the center was a big gray-ish sphere and on the walls were other spheres colored red, green, yellow, and blue. On the ceiling hung a clock with roman numerals.

"Whoa," Natsu said, "what is all of this?"

" _Eleven minutes until jupiter fires,"_ said an automated feminine voice.

"They must be using lacrima to collect magic energy," Happy said in realization.

"Yeah," Natsu agreed, "but why do they need one as big as that?"

"Cause Magical Focusing Cannons don't fire regular ammunition," Happy explained, "instead they fire concentrated magical power."

"I didn't get most of that," Natsu said, "but all we gotta do is destroy that thing, don't we?"

"I can't allow that," said a voice from the ground below which attracted their attention. The voice belonged to a man with black and white hair styled in a japanese-style top knot. He wore a reddish-orange coat with fur around his collar, black pants, and black boots. On his waist was a katana. This was Totomaru, one of the element 4.

"Is he a guard?" Happy asked.

"Doesn't matter!" Natsu yelled as he jumped towards him, "anyone who gets in my way is going down!"

"I don't think so," said Totmaru cockily.

"Like I care what you think," Natsu said with his right fist engulfed in flames, "Get out of my way!"

Suddenly, he punched himself in the right cheek and was sent flying to his left.

"Natsu," Happy called confused as he flew towards him, "Why'd you hit yourself?"

"I didn't" Natsu said defensively as he curved towards the floor, "my fist just went crazy."

Natsu spun in the air and landed on his feet facing towards Totomaru.

"It seems to me," Totomaru said, "you're getting in your own way."

" _Ten minutes until Jupiter fires,"_ the automated voice announced after a metallic clang could be heard.

"Move it buddy," Natsu demanded, "I got a cannon to demolish!"

"All you have to do is shatter the giant lacrima and it won't be able to fire anymore," Happy said.

"You can certainly try," Totomaru said, "but I won't let you."

" _Seven minutes until Jupiter fires,"_ the automated voice announced.

"I'm runnin' out of time!" Natsu shouted with his left fist engulfed in flames as he leapt at Totomaru, "shut up and let me do my thing!"

Once again, Natsu punched himself and was knocked aside. This time, to the right.

"Are you okay?" Happy asked concerned as he flew up to Natsu.

"That hurt!" Natsu exclaimed confused, "I did it again!"

"What's going on here?" Natsu asked nobody in particular as he flexed his fist.

"Who cares!" Happy panicked, "we don't have much more time! Just forget about that guy and smash the lacrima!"

"I'll show you!" Natsu shouted as he engulfed his right fist in flames and leapt at Totomaru again.

"Hey!" Happy called out indignantly, "did you hear what I said?!"

Suddenly, Natsu's fist swung about swinging Natsu in circles which allowed Totomaru to jump and kick Natsu into the far wall. Totomaru landed on the floor as soon as Natsu did the same.

" _Six minutes until Jupiter fires,"_ the automated voice announced.

"I am Totomaru and I have complete control over the element of fire," Totomaru boasted as Natsu got to his feet.

"Wait," Natsu said in realization, "i bet you're one of those whatcha-ma-call-it 5 guys, aren't ya?"

"Geez," Happy reprimanded, "They're called the Element 4, Natsu! How could you not even get the number part right?!"

"Yes," Totomaru confirmed, "and any form of fire is my plaything to do with as I please."

"You've gotta be kidding me," Natsu said.

"It doesn't matter if it's natural or magic," Totomaru boasted, "all fire will yield itself to my commands alone."

"Hate to break it to ya!" Natsu shouted, "but you ain't controlling mine!"

"That's what he just did ya idiot!" shouted a voice from nearby. Natsu, Happy, and Totomaru looked to see Igrao in a doorway. In his hand was a black sword with a strange handguard.

"Igrao!" Natsu yelled, "What are you doing here?!"

"I came here to help," Igrao said as he walked in, "and from what I saw so far… you could use it."

"This is my fight, so back off!" Natsu shouted.

"Let Igrao worry about him Natsu!" Happy shouted, "just worry about the lacrima! Destroying the cannon is more important than your ego!"

"You should listen to your bird," Totomaru laughed, "because otherwise… you'd just end up hitting yourself over and over again!"

"I'm a cat!" Happy said indignantly.

Suddenly, the lacrimas on the wall began glowing one by one. They then started transferring magical energy to the lacrima in the center.

"Oh no, it's starting to activate again!" Happy exclaimed.

"Worry about the crystal Natsu!" Igrao yelled as he ran forward with his sword pointing behind him like the japanese did with their katanas, "I've got this guy!"

* * *

finally episode 7 is out. i'm unsure when the next episode will be release, but don't worry. I have no intention of abandoning this story at all. as always, if you haven't favorited or followed by now please do. also, please ask your questions in the reviews and/or say your opinion about the story... as long as it is nice and not offensive.


	8. Episode 8: TKFSTT

Episode 8: To Keep From Seeing Those Tears

Inside of the Jupiter Cannon the magical energy was crackling like electricity towards the giant lacrima in the center of the ceiling and Igrao had just slashed at Totomaru who blocked with his own sword.

"Hurry Natsu!" Happy yelled panicked as Natsu just stood there at war with himself. On one hand, he knew Igrao was right. He had to worry about the giant lacrima. However, on the other hand he desired to beat that smug bastard's face in himself.

"The Jupiter Cannon is almost ready to fire again!" Happy finished.

"Yeah," Natsu replied with his left fist in his right hand, "I know!"

"It's too late!" Totomaru said as he kicked Igrao back before he blasted blue flames out of a fiery orange mystical symbol at the swordsman.

However, Igrao summoned another sword and cut right through the flames which sent them behind him towards Natsu.

To Totomaru's surprise, Natsu sucked in the flames like a vacuum cleaner sucking up dirt. Totomaru was also impressed at Igrao's quick-thinking.

"Whoa, that was cold going down!" Natsu exclaimed as he finished devouring the flames, "Never tasted fire like that before!"

"So it's you," Totomaru said irritated as he placed his katana point down on the floor and rested his hands on the pommel, "Fairy Tail's dragonslayer. Well, this isn't going to work out well for either of us, is it?"

"Huh?" Natsu said confused.

"Because we're both impervious to fire attacks," Totomaru exclaimed.

"I haven't even hit you yet!" Natsu cried out angrily, "How do you know my fire won't hurt ya?!"

"Go ahead and give it your best shot," Totomaru goaded smugly, "but you won't be able to hit me."

"We'll see about that!" Natsu said loudly as he took a firm stance and proceeded puff out his cheeks far more than should be possible.

" **Fire Dragon…"** Natsu yelled as he placed his hands over his mouth like a trumpeter would.

"I told you, as the element of fire, I can control any flame!" Totomaru interrupted as he held up a fiery orange mystical circle with both hands.

"Spit!" Natsu finished as he spat rapid fire saliva at Totomaru. Totomaru was less than thrilled and once Natsu finished totomaru stood there with his mouth open with a shocked and disgusted expression on his face.

"Hahahaha!" Natsu laughed, "I got you good!"

Even Igrao had to let out a smile of amusement at that.

" _Two minutes until Jupiter fires,"_ said the feminine robotic voice.

"Natsu!" Happy cried out as he flew around in panic, "You gotta hurry! We can't let the cannon fire!"

"That was a dumb move," Totomaru said angrily, "Do you think this is a game?!"

" **Orange fire!"** Totomaru yelled as a blasted orange flames out of the mystical symbol from before.

"You call that an attack?" Natsu smirked, "Well, I call that a hot dinner!"

Natsu then inhaled the orange flames till he suddenly stopped as he gagged.

"Nasty!" Natsu exclaimed as he dropped to the floor and rolled around while Totomaru laughed.

"Tastes like a rag, soaked in spoiled milk, doesn't it?" Totomaru laughed.

"That was a dirty trick," Igrao said with narrowed eyes as he brandished both his flame repellent sword and his ebony sword.

"And a face full of spit, isn't?" Totomaro retorted as he brandished his blade as well.

" _One minute until Jupiter fires,"_ the robotic feminine voice announced.

"Come on!" Happy cried out as he pulled on Natsu's face, "Hurry up Natsu!"

While Happy tried to get Natsu up, Igrao ran at Totomaru and performed a flurry of slashes with both swords. Igrao was so fast that Totomaru was forced into defense.

"You're good," Totomaru grunted as he blocked Igrao's current attack which involved pressing down with both swords on Totomaru's katana.

"But I'm better!" Totomaru finished as he spun around Igrao prompting him to stumble forward. Totomaru slashed down at Igrao, but his attack was halted by Igrao's black blade. However, he quickly slashed again and again without any hesitation in order to put Igrao in defense.

While Totomaru and Igrao focused entirely on their battle, Natsu got back to his feet now that the nasty taste that orange flame left in his mouth had gone. Natsu glared at Totomaru angrily and immediately ran at him.

"Hey!" Natsu yelled as he raised his right fist, "our fight's not over yet!"

Totomaru glanced towards him just in time to receive a punch to the face which sent him flying into one of the lacrima spheres causing a crack to appear on it.

"I don't need magic to take you down, buddy!" Natsu boasted with a smile.

"Yes yes," Igrao said as he rolled his eyes, "you beat him. Now, lets focus on dealing with the center lacrima sphere."

 **Meanwhile, at the Fairy Tail Guild Hall…**

Soron lay unconscious on one of the tables with a blanket over him and a cloth in a bowl of water next to him. Nearby, Lucy stood at the window as she looked out with a serious expression on her face.

 _We only have thirty seconds,_ Lucy thought to herself grimly.

"This isn't looking good!" exclaimed the pervy wizard called Loke.

"Why's he taking so long?!" a wizard by the name of Wakabe cried out.

In just under a few seconds, the cannon barrel was destroyed by a blue-ish black conflagration. That caused everyone to cheer in glee at the minor victory.

"Hey!" shouted the cowgirl wizard named Bisca, "check it out! They blew it up!"

"Yeah they did!" agreed the cowboy wizard called Alzack, "The Jupiter Cannon's been destroyed just in time!"

 **Inside the Fairy Tail guild…**

Lucy stood there with a smile as she looked out at her guildmates who were whooping in joy.

 _Natsu did it,_ Lucy thought happily.

Behind her, Soron slowly opened his eyes and looked around in confusion. When he saw Lucy by the window he slowly pushed himself into a sitting position. Lucy glanced at him just in time to see him fall to the floor as his legs hadn't regained their strength yet. That blast he absorbed was that powerful.

"Hey!" Lucy exclaimed as she hurried to him, "You shouldn't be trying to move. You absorbed a lot of magical energy. Not even Natsu wouldn't been able to."

"I won't stand by while the guild is in danger," Soron said weakly.

"You haven't recovered enough to go back into battle," Lucy countered sternly, "so, until you do you're going to stay here."

"Besides," Lucy added with a smile, "I could use the company."

Suddenly, they heard several booming sounds from outside. Soron immediately turned to look, but couldn't see anything. Lucy was curious as well, so she helped Soron to the window. Outside, the castle was transforming. Clearly for the second time this day.

"To quote one of the greatest movies on my world," Soron said grimly, "I have a bad feeling about this."

Once the transformation was completed, Soron and Lucy both widened their eyes as they had never seen such a thing before. Soron had seen a lot in his time, but he had never seen something as humongous as what the castle had transformed into. It was even taller than Ultimate Way Big.

"I have to go out there now," Soron said as he brought up his left arm and turned the dial of his Megatrix.

"But…" Lucy trailed off.

"I have no choice in the matter," Soron replied.

 **Outside in the courtyard…**

Some of the Fairy Tailers were panicking while the others prepared to fight even though they believed it fruitless.

"They're coming to attack again," Alzack said as he reloaded his sidearms.

"Giants and ghosts?" Bisca asked now holding dual tommy guns, "How are we supposed to handle this?"

"Just focus on these things for now!" Erza yelled as she raised her sword in preparation to attack the ghosts, "We'll let Natsu and Shuzy take care of the giant for us!"

"Sure, but what about…" Wakabe trailed off unconvinced.

"Natsu's motion sickness?" Macao finished for his friend.

"Okay, then just Shuzy," Erza sighed.

Suddenly, the giant's fist came down towards them. Some of the Fairy Tailers just stood there frozen in fear. Suddenly, the arm stopped. Erza widened her eyes when she looked to see who caused it. It was Soron in his Kryptonian form and he was holding up the fist with all his strength. His arms were both in ninety-degree angles with his palms touching the castle-giant's fist and one knee was forced to the ground. Soron screamed as he pushed the fist up in order to be on both knees. He then slowly lowered himself into a crouch. He stayed there for about a minute before he launched himself upward to force the arm up and away from the Fairy Tail courtyard.

Erza watched as Soron/Krypto-man forced the castle-giant to stumble back a step. Krypto-man then grabbed onto the arm and ran up it in a black blur.

 **With Natsu…**

"C'mon!" Happy said urgently as he shook Natsu who had collapsed due to the building moving, "you gotta get up!"

"What's the matter?" asked Totomaru, "you get motion sickness?"

"Guess you can't eat fire right now, can you?" said Totomaru as he stood up straight, "Well, then. Time for me to finish you off!"

He summoned a mystical symbol and began to charge up a fire attack which worried Happy.

"C'mon Natsu," Happy whined.

"Prepare to die, dragon slayer!" Totomaru shouted before he realized something was wrong.

"Wait," Totomaru said confused, "Hey! No! What's happening to me?!"

"You're not a man," said a familiar voice. Happy looked to see that Elfman had arrived and nearby, Grey.

"You're a backwards shooting snowflake!" shouted Elfman as he uppercutted Totomaru hard enough to send him flying far into the sky. Who knows, Totomaru may even keep going till he reaches outer space.

"That makes no sense!" Totomaru shouted as he rose higher.

"Thanks, you guys," Natsu smiled as he pushed himself up and looked at them.

"You're so cool!" Happy shouted, "You showed that phantom jerk who's boss!"

"What's your deal Natsu?" Grey asked as he stared at the flame-brain, "That was just sad."

Fortunately, Grey hadn't stripped to his shorts-length boxers yet.

"If you were a real man," Elfman said, "you'd make the giant motion sick of you."

"So, is this all that's left of the Jupiter cannon?" Grey asked as he looked at what remained of the giant lacrima.

"Yeah," said the voice of Igrao as he removed himself from the rubble, "pretty much."

"Heh," Grey said, "then you three did good."

"Huh," Natsu said as he fully recovered from his motion-sickness, "It must've stopped moving, because I'm feeling better now."

"I'm gonna fly outside and see what's goin' on," Happy informed them as he popped out his wings.

 **Down on the ground…**

"Hey look," said Alzack as he blasted the intangible ghosts with his magic revolver, "What's that?"

"It's drawing something," Bisca said as she fired her magical thompsons.

"A magic circle!" shouted a purple haired woman named Laki.

"Oh no," said Erza as she looked up at the circle, "that's one of the forbidden spells!"

 **Inside of the moving castle…**

Elfman, Igrao, and Grey had concerned expressions while Natsu was furious.

"What'll we do?!" Natsu shouted, "We gotta stop 'em!"

"I guess we should split up and start looking for this thing's power source," Grey said calmly, "right?"

"Man, are we ever gonna catch a break?" Elfman said irritated.

"C'mon," Natsu said as he raised a fist up, "let's do this guys!"

"I'm going to go down and help the others," Igrao said as he looked out of a damaged portion of the wall.

"You do that," Natsu grinned, "We got this!"

"Yeah!" Grey and Elfman said in unison.

At that, Igrao jumped out of the hole and headed towards the rest of the Fairy Tailers were.

 **A little later, with Soron…**

Soron had transformed back to his normal boring human form once he had gotten inside, and he had his damaged clothes on. Unlike Ben's ultimatrix, the megatrix doesn't allow human clothing to repair itself once the wearer returns to normal. Azmuth never figured out why, but Soron considered it was like a feature. Yet another way to make it unique.

"Man, this is a long hallway," Soron grumbled to himself as he walked, "and this guy clearly has a love for things that aren't human."

Along the hallway were alcoves where pedestals had statues of non-human looking things. Suddenly, Soron felt as if he was being watched. He quickly turned around and saw a guy with a monocle appear to have grown out of the ground.

"What the fuck is your deal?" Soron asked. The guy merely took his hat off and said something that sounded French.

"You're one of the Element Four," Soron said as he turned fully towards the guy, "aren't you? Also, I can't understand you very well so you're going to have to speak clearly."

The guy wobbled from side to side which made Soron raise an eyebrow at how odd he was being.

"My name is Sol," said the French guy after something else in French, "Monsieur Sol."

"I honestly don't give a damn who you are," Soron asked as he crossed his arms, "All I want to know is how to stop this gigantic transforming stone robot."

"You're going to have to beat me to get that info," said Sol still wibbling.

"Gladly," Soron said as he turned the dial on his watch.

"What is that thing you're doing?" Sol asked confused.

"Let me show you," Soron smirked as he selected an alien. He then popped the dial up and pressed it down. A second later, he was enveloped by golden light which made Sol look away. Once the light had ebbed, Soron had transformed into a bipedal tiger without a tail and one big claw coming out of the backs of each wrist. His eyes were golden and on his chest was the golden megatrix symbol.

" **Rath!"** shouted the tiger loudly before he looked at Sol with an angry expression.

"What's this?" Sol asked, "a strange kind of cat?"

"LET ME TELL YOU SOMETHING GUY NAMED AFTER EARTH'S STAR SYSTEM," Rath yelled as he pointed at the wobbly wizard, "RATH'S GOING TO TEACH YOU NOT TO MESS WITH FAIRY TAIL!"

"It appears the rumors spreading around about you are true," Sol the wobbler said still wobbling, "Your take-over forms are outlandish indeed."

Rath didn't even speak, but instead leapt towards the wobbling wizard and punched down. However, he missed as the wizard jumped out of the way. That caused Rath to hit the ground instead.

Sol immediately used his earth-based magic to cause the floor to rise up and punch Rath multiple times. Each attack on Rath genuinely hurt him, but he's been assaulted by more powerful forces before.

"RATH DOESN'T LIKE YOUR LAZY MAGIC!" Rath shouted as he recovered from the attack, "RATH'S GOING TO GIVE YOU SOMETHING TO DISLIKE IN RETURN!"

Rath then picked up a stone pillar formed from the ground and ran at Sol, but the PL wizard vanished from where he was just in time to avoid getting hit by the pillar. Rath looked around in confusion, but didn't see Sol appear behind him. Suddenly, Rath was hit in the jaw by a pillar which sent him flying into the air. However, Rath recovered quite fast and flipped in the air to land on his feet and skidded to a stop several feet away from the French wizard.

"No, no," said the wizard as he melted into the ground. Rath whirled around intend to punch him, but instead the wizard wrapped himself around Rath's fist and looked smug about it.

"RATH DOESN'T LIKE CREEPY THINGS!" Rath yelled as he attempted to pull the wizard off of him, "GET OFF OF RATH!"

However, Sol immediately reformed to normal and kicked Rath backwards.

"LET ME TELL YOU SOMETHING MAD SEWER SOL!" began Rath as he pointed at the wizard.

"It's Monsieur, idiot!" Sol yelled as he launched some stone at Rath who dodged it.

"LET RATH FINISH!" Rath shouted angrily. Once Rath noticed that the wizard wasn't going to respond, he said, "RATH ISN'T GOING TO CUT IT, BUT RATH KNOWS WHO WILL!"

He then slapped his chest and a second golden light flared once again forcing Sol to look away. Once more the light ebbed, but this time a yellow being with what looked like giant springs in his arms stood in Rath's place. Like Rath, he had golden eyes and the golden megatrix symbol on his chest.

" **Armadrillo!"** the yellow being shouted.

"What does one that do?" Sol asked confused again.

"Let me show you," Armadrillo said. He then ran at Sol and punched at him, but he wobbled out of the way. Sol kept wobbling as Armadrillo punched, and the fight seemed to be at a stand still.

"This is boring," Sol sighed as he melted into the floor and rose out of it a few feet away.

"You are not from this reality, no?" Sol asked with a smile. Armadrillo blinked twice at that, because there's no way Sol could know that.

"I know this because I looked into your mind when you were walking down this hallway," Sol said, "your foot touched me which is what gained me access to it."

Armadrillo didn't like that one bit, and so he leapt into the air and prepared to punch. However, suddenly there was a statue of a busty blonde woman with long hair in his path. Not Lucy, but someone else.

"Exact likeness to your little sister?" Sol smiled.

"Why you?!" Armadrillo said angrily as memories of her began to flash through his mind.

"I gleaned this image from what memories you have of her," said Sol smiling, "otherwise it wouldn't be accurate enough to make you stop your attack."

Armadrillo was getting angrier by the second, and Sol was reveling in that.

"Oh, pardon moi," said Sol, "now I see that she lived till she was sixteen. Not very long at all. Where from your from that is. Then you had to bury her in the cold dark ground."

Armadrillo just stood there staring at the statue of his little adopted sister. He fell to his knees as he returned to his human form.

"How could you do something to someone who loved you so much?" Sol asked cruelly.

Suddenly, the statue looked directly at Soron.

"Hey, big brother," the statue said. Soron then got to his feet and let out a primal roar of pure rage and grief. When he was done, he turned the dial on the megatrix and pressed down. Once again, the golden light flashed and once again it ebbed. Standing in Soron's place was a giant purple man with golden armor on his person. In the middle of his chest was the golden megatrix symbol. He didn't even shout his name.

"I will make you pay for that," said Soron in a voice that sounded like Josh Brolin as he opened his eyes revealing golden irises, "and it will be easy for me. You are nothing but an insect, after all."

"You think I'm an insect?" Sol said with anger as he turned the rubble around them into stone dust and gathered it up, "No, no, no. How dare you insult me like that?! The only people who are insects are those who caused their loved ones to die!"

Suddenly, he fired a gigantic stone fist into Soron which caused the wall behind him to get destroyed. However, Soron was still standing. He looked at Sol with nothing but contempt in his eyes.

"Pathetic," Soron said before he walked towards Sol. However, he stopped when he heard a familiar voice.

"Somebody! Help!"

Soron turned towards the wall and saw that Mira had been grabbed by one of the castle's hands. She was now pinched by two of the fingers.

"Mirajane," Soron said calmly. He looked between Sol and Mira and came to a decision.

Soron then jumped out of the hole and went fairly far through the sky. When he landed it was right next to Mira.

"Gah!" Mira exclaimed when she saw him.

"Quiet," Soron said calmly as he picked a handle off of his right thigh and pressed a button. Suddenly, two blades grew from either side. Once they have finished, Soron stabbed down into the finger and cut a hole for her to crawl out from between them.

"There," Soron said as he stared at Mira with contempt, "Become stronger so I won't have to save you next time. The strong survive while the weak perish."

Before Mira could say anything, Soron leapt back up into the air and towards the hole. Sol was standing in the hole to watch the whole thing, and so he had to scramble backward when he saw Soron arriving. However, he wasn't fast enough so as soon as Soron landed in the hole, he spartan kicked Sol in the gut. That kick sent Sol flying several feet away.

"You're physically strong," Sol said as he got to his feet, "I'll give you that."

"I'm sorry I can't say the same for you," Soron said calmly as he walked forward.

"Are you as fast though?" Sol asked before he suddenly launched stone pillar after pillar after pillar. However, each one was shredded by Soron spinning his blade. Sol began to panic and sent more and more and more while he backed up. However, Soron merely shredded those too. However, Soron ran as he did it. Eventually, he reached sol and grabbed his chest.

"I made you a promise," Soron said calmly as he hefted his blade and pointed one of the blades at Sol, "and I intend to keep it."

Soron prepared to stab the evil wizard, but hesitated when he saw someone behind Sol. Suddenly, Soron was back at the grave of his deceased sister. He was about a couple years younger back then. Ben was alive, Gwen and Kevin were still together, Max Tennyson was there as well. This was during the early years of the war. Before Soron had the Megatrix and before Tetrax and Azmuth showed up. At that point, the human militaries were still around.

" _Promise me, brother,"_ said a young feminine voice, _"you won't lose your sense of mercy. I know its there, and I believe that one day you'll find it. When you do, all I ask is that you keep it. Always be the good man that I know you to be."_

Suddenly, he was earlier that day. Soron knelt and held his little sister as she coughed up blood. She had been blasted by a laser, and the blast had penetrated a lung. There was no time to take her to a hospital, and even if there were… the nearby hospitals were destroyed by Vilgax. Soron cried out in anguish as he held her close to him.

" _I promise you, Sara,"_ past-Soron said sadly, _"I will do my best to keep it."_

Once more the scene shifted, but this time it was in a battle. Soron had a sci-fi bow and arrow in his hands and was behind some rubble using it as cover as he fired an explosive arrow at Vilgax's drones that were advancing.

" _Dammit!"_ past-Soron shouted, _"They just keep coming! There's no end!"_

" _Just like L.A,"_ said Sara with a smile as she fired her dual blaster pistols.

" _You and I remember L.A very differently,"_ past-Soron replied as he fired two arrows at once towards two of the drones. The arrows veered away from each other and stuck into the faces of two of the drones. They fired laser blasts at other nearby drones.

" _Hey,"_ Sara said with a serious expression, _"Should anything ever happen to me-"_

" _Don't you dare talk like that!"_ past-Soron said sternly as he fired a normal hard-light arrow into a drone that got too close, _"We will survive! Both of us!"_

" _Even so,"_ Sara said as she threw two grenades and blasted at them causing them to explode into the faces of the drones, _"Remember that I will always be in your heart."_

Once more, the scene shifted. This time, back to the grave but a few days later. Soron knelt in front of the grave and stared into the hologram on top of the gravestone. Before the war, humans had managed to create holo-tech.

" _I can't do this without you, Sara,"_ past-Soron said as he looked into the image shown by the hologram, _"I can't be the person you think me to be. You were my conscience. You were my heart."_

" _Yes, you can,"_ said the voice of Gwen Tennyson behind him, _"You can be the person she saw in you. Remember what she said. She will always be in your heart. She will be in all of ours, and we'll never forget."_

Suddenly, Soron was back in the present and he looked down at the terrified Sol. Instead of killing Sol, Soron backed up and dropped the wizard. He proceeded to collapse his blade and turned around.

"You're not worth it," Soron said as he pressed the megatrix symbol to return to normal. He only made it a few steps when he was suddenly rammed in the back by a stone pillar. That pillar sent him flying through the hole, and the pain had rendered him unconscious as he fell towards the ground below.

 **Back with Erza…**

Erza had just saved a couple of her guild-mates when she saw Soron falling out of the castle and clearly unconscious again.

"Soron!" Erza yelled.

* * *

I apologize for rarely using Sol's canon lines. I just don't understand him most of the time he speaks French. I know he was supposed to fight Elfman and this was supposed to be a major emotional growth episode for Elfman. However, I wanted to give Soron more scenes in this chapter. also, i'm personally not a big fan of Elfman. Nothing against him. He's a cool dude, but he's just not as cool as Natsu. besides, this story is primarily about Soron overall so of course I was going to use him instead. also, i apologize if this chapter was shorter than the others. Couldn't be helped.


	9. Episode 9: The Might of the Take-over

I apologize for being that "pre-chapter author's note" guy. However, I had to say this here so you'll know immediately. for those of you who are wondering, I didn't have Chromostone release the energy he absorbed from the Jupiter canon, because I wanted to show him growing as a character. He had to regain their trust after that Jupiter transformation. He terrified the Fairy Tail members. He had to show that he was willing to die to protect the guild. also, as the energy was too much(as I described)... let's say that his version of Chromostone has a limit to what he can absorb and fire back safely like Captain Atom from JLU.

* * *

Episode 9: The Might of the Take-Over

Soron opened his eyes just in time to see the ground getting closer fast, and without thinking he turned the dial of his megatrix and slapped it down. Before he could go splat, he was enveloped in golden light. As soon as the light had ebbed, he was in his Martian form. He looked down at his right fist, around at his surroundings, and then back up towards where he fell. He immediately took to the air, went intangible, and flew towards where he believed Sol to be.

He phased out of the floor behind Sol who was looking for his body. Soron became tangible again and walked towards the wizard.

"I cannot see him," Sol was saying to himself, "how is this possible? I hit him hard enough to render him unconscious."

"You might want to hit harder next time," said Soron behind him. Sol immediately jumped out of surprise and whirled around to see Soron. However, as soon as Soron grabbed him he heard something whistling towards him. He quickly went intangible. That caused a stone spear to impale Sol only.

"No…" Sol said as he coughed out his blood, "not possible… how could I, a member of the element four, be defeated?"

At that, Sol fell out of the hole and towards the ground below. Nothing could stop the fall now, as he was too weak to do anything. Soron just stared down at him from the hole as the wizard went splat on the pavement.

 _Good riddance,_ Soron thought coldly.

 **With the Fairy Tailers…**

Cana stared at the building in relief as the forbidden curse had slowed down due to the efforts of the wizards at the PL castle. She was also relieved that that medic guy showed up and helped Soron.

"Thank goodness," Cana said with a smile, "whatever they're doing is working."

Suddenly, she collapsed to her knees as exhaustion took over, and that alerted Macao to her situation.

"Cana!" Macao exclaimed.

"Don't worry about me!" Cana said sternly, "Just focus on the enemy! We have to protect Fairy Tail!"

"You don't know the word quit, do ya?" Macao asked with a grin before he had to suddenly dodge an attack from one of the PL ghosts. Both of them attacked the PL ghosts in retaliation, and then they had another portion of respite.

"Listen up!" Cana shouted to some of the other Fairy Tailers, "If we're gonna beat these creeps, we gotta cover more ground!"

"Alright!" shouted some of them as they punched a fist into the air.

 _I don't know what it is about our guild, but our ladies are ridiculously strong,_ thought Macao.

 **Meanwhile, with Natsu…**

Natsu ran down a hallway, similar to the one Soron had encountered Sol, while Happy flew alongside him. Natsu's face had an excited grin.

"Hey!" Natsu grinned, "I just thought of something awesome, Happy!"

"What is it?" Happy asked.

"If we beat Jose, I bet it'll finally put an end to all this crazy fighting!" Natsu said which caused Happy to fall to the ground. However, he quickly got back up into the air and next to Natsu.

"Are you completely out of your mind?!" Happy exclaimed, "That guy's just as strong as Master Makarov! There's no way you can beat him!"

"Well, Gramps is out of commission," Natsu said grumpily, "so it'll have to be up to somebody else to beat that jerk."

"Well, Soron can!" Happy said brightly, "He's our strongest member!"

"Come on," Natsu said with a grin.

"Aye!" Happy replied. At that, they hurried down the hallway.

Eventually, they reached a room but as soon as they got halfway to some stairs, a blast of wind knocked Natsu off his feet and Happy out of the air. As soon as they stood up, they saw some guy in what could be a long coat standing in their way.

"How sad," said the guy, "I will make your wings of fire wither and fall. And all that will remain is a dragon's corpse."

"Say what?!" Natsu exclaimed offended.

"Watch out," Happy said nervously, "this guy's one of the element four."

"My name is Aria," said the man as he looked up revealing his eyes were covered in a bandage and he was leaking tears, "I am the strongest of the element four. I come in hopes of hunting a dragon."

"Let me guess," Natsu said with a scowl, "you're a wind wizard, right? I dealt with your kind before."

"Yeah," Happy said unsure, "but this guy's a lot stronger than Erigor."

 **Meanwhile, with Soron…**

Soron had reverted to his human form to allow his megatrix to recharge as every second is important in battle. After Sol perished, Soron tried to rationalize that Sol killed himself. However, that didn't stop himself from feeling guilty. He could've made Sol intangible too, but he didn't. And then, after Sol died Soron had such a cold-hearted thought. He had stopped himself from killing Sol outright and even stopped himself from killing Vilgax. However, each time his opponent had died.

Soron was so in thought that he didn't realize when it began to rain. That's strange because there had been no indication of rain.

"Drip drip drop," said a female voice from behind him. That brought him out of his thoughts and caused him to see the rain. He then realized that he had somehow made it outside and onto one of the arms of the moving castle.

"Hello," said the voice attracting Soron's attention, "We meet again."

"Oh great," Soron said sarcastically, "You."

"I must say," said the woman as she came to a stop in front of him, "I'm impressed that your team has been able to take down two of the elements."

"The french baboon?" Soron asked with a shrug, "Eh, he was a piece of candy. Hard and- oh no. No, not going there. I'm guessing you're one of those elephant people?"

"Elephant people?" Juvia asked confused, "what are elephants?"

"Element," Soron corrected himself, "Sorry, I think Natsu has been rubbing off on me… and that sounded better in my head. Dammit!"

"In any case," said Juvia, "you must not underestimate me and the only other Element left standing."

"Listen aqua-girl," Soron sighed, "I'm honestly a bit tired, and I'd rather not hit a woman if I can help it."

"However," Soron added with a serious tone, "if I have no other choice, I will take you down."

After a while of them staring at one another, her face suddenly went pink.

"Well then," Juvia said as she turned around and began to walk off, "I give up. You win. Goodbye."

"What the…" Soron said surprised as he blinked twice, "That is the weirdest woman I've ever met."

"Oi!" Soron shouted, "What are you doing?! You came to fight and now you're leaving?! Are you insane?!"

That stopped Juvia, and the rain came down harder. She turned to look at Soron with a glare before she whooshed at Soron… quite literally.

"Oh shit!" Soron exclaimed as he slipped and fell onto his back. Before she arrived, Soron managed to turn the dial of his megatrix to an alien. However, before he could slap down on it the woman had him pinned.

"You dare call me insane!" Juvia shrieked, "I should drown you for that!"

"Instead," Juvia said as her mood changed and the rain lessened, "I'll kiss you instead."

She bent down to kiss Soron on the lips, but before her lips could touch his a golden light flashed. As soon as the light ebbed, Soron was no longer there. Instead, a predatory face with a fish's light lure extending from his forehead was looking at her.

"Aah!" Juvia cried out as she backed up quickly.

"What's the matter?" Soron asked in a raspy voice. He then looked down and groaned.

"Oh man!" Soron sighed, "I got Ripjaws instead of Heatblast or Swampfire. Why is it that they never pop up whenever I'm fighting her?"

"You're repulsive!" Juvia shrieked.

"And yet," said Juvia in a horny voice, "extremely attractive."

"You've got some issues lady," Ripjaws said baffled by her sudden changes in mood. He then slapped his megatrix and again he was engulfed in a golden light. When the light had ebbed, Ripjaws was replaced by a big red alien with four arms, he-man-like chest armor, four golden eyes, and a ponytail.

" **Four Arms!"** Soron shouted.

"Seriously?!" Soron said as he looked down at himself, "This form is even worse for dealing with water-based villains than Ripjaws!"

He then looked back up at Juvia and stood there waiting.

"I will never be your boy toy," Four Arms said when Juvia didn't do anything, "So, you may as well fight me. You just leaving makes me want to fight you, besides… in this form, I have no issue with fighting women. Tetramands love battle after all. Of course, you can just tell me how to stop the spell the castle is making."

" **Water lock!"** screamed Juvia causing a sphere of water to entrap Soron. That caused Soron to choke due to the sudden water gushing into his mouth. Soron could only think of one thing that could save him, but he couldn't move at all. Suddenly, the sphere turned to ice and shattered which allowed Soron to drop to the wall below. He looked up to see Grey Fullbuster with an ice sword that quickly shattered.

"Get out of here, Soron," Grey said without looking at the shape-shifter, "I've got the water witch."

"Thanks, Grey," Soron said after he had gotten all of the water out of his lungs, "Also, don't bother talking with this lady. She's nuts."

"Right," Grey nodded. At that, Soron leaped away to get out of the way.

 _He must be an ice wizard!_ , thought Juvia as she stared at Grey in awe, _He froze my water lock and broke the take-over wizard free! I've never witnessed the power of ice magic! It's beautiful! I'm water and he's ice. We must be bound by fate. I can't believe I've finally found my handsome prince!_

"That was a dirty trick you pulled on my friend," Grey said as he suddenly tore his clothes off w/o realizing, "I don't want to fight a girl, but I will if I have to. So, you better surrender. Otherwise, I'm gonna have to hurt ya."

" **Ice Make: Lance!"** shouted Grey as he thrust out his hands prompting an icy blue mystical circle to appear. Ice lances suddenly sped towards Juvia impaling her. Grey widened his eyes at the fact they didn't harm her at all.

"My body is made entirely of water," Juvia explained, "Surprised? Drip drip drop."

"Yes," Juvia muttered to herself, "I mustn't forget. My love is also my enemy. We're on opposite sides of this war. I have no choice but to attack."

"It seems this is farewell, my prince!" Juvia said loudly as she thrust out her right hand causing a blue mystical circle to appear.

"Soron's right," Grey said as he sweat-dropped, "she is nuts-holy!"

Grey had to quickly duck as she sent curved water blades at him. Fortunately, he was fast enough they missed them. However, they veered upward and attack a portion of the castle above and behind him a bit.

"When given the proper amount of force," Juvia explained, "water is strong enough to rip through steel. Underestimate its powers, and you'll find yourself in a world of pain."

" **Ice Make: Battleaxe!"** shouted Grey as he swung his right arm. However, the ice ax he had made had uselessly gone through Juvia just like his lances.

"Can't you see that you're just wasting your time?" Juvia said, "Your attacks do not affect my body made of water. None at all. Drip drip drop."

"Now what'll I do?" Grey asked himself irked.

"No matter what you do," Juvia said, "you cannot beat me, but there is one way you and your guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia. Do that, and I will ask our master to call off his attack on Fairy Tail."

"Ah, c'mon," Grey scoffed startling her, "don't give me that crap. You and I both know we're past the point of no return."

"Besides," Grey said with resolve, "Lucy's one of us. I'd rather give my life than hand her over to you!"

Grey raised an eyebrow when he saw Juvia drop her pink umbrella with a shocked and horrified expression on her face.

"Aaaaah!" Juvia cried, "Oh, the pain! The pain! How can fate be so cruel? My heart feels like it's been shred to bits! It hurts! Oh, it hurts!"

"What's wrong?" Grey asked confused and a little concerned, "Are ya feeling sick or somethin'?"

That prompted Juvia to look up and stare at him with an insane expression.

"She's not worthy of my prince," Juvia said quietly before she shouted, "Lucy Heartfilia cannot be allowed to live!"

Grey just looked baffled at her, and basically, he was thinking "huh?".

Suddenly, Juvia blasted a steaming beam of water at Grey surprising him.

"That burns!" Grey said shocked.

"What's your deal?!" Grey demanded as he looked at the water witch, "and what's your problem with Lucy?!"

 **Later on…**

Grey knelt over Juvia confused as to why Juvia fainted and a little concerned as well. However, his attention was diverted from Juvia when he heard the voices of Elfman and Mirajane.

"So, you took down another of the element four, huh," Elfman said as he looked at Juvia, "but why does she have that creepy grin on her face."

"I don't know," Grey shrugged now that he was standing, "Soron said she was nuts, so maybe that's it."

"Soron, huh," Elfman said, "According to Mirajane, he took out one as well."

"That leaves only one more," Mira said to Grey, "If we can defeat them, I bet that'll stop the abyss-breaker."

"Mira just figured it out!" Elfman said excitedly, "The energy of the element fours is what's powering the giant!"

"We can do this!" Mira said sincerely, "Right guys?"

Grey and Elfman nodded their agreement.

 **Meanwhile, with Natsu…**

Natsu leaned against a wall as he stood panting while staring at Aria the wind wizard.

"You've endured my attacks and you're still standing," Aria said honestly, 'very impressive."

"Yeah!" Natsu shouted as he ran towards his opponent with a flaming fist, "Watch this!"

 _Natsu's gettin' beat bad. I've never seen anything like this! It's a one-sided fight!_ Happy was thinking as he watched the battle nervously.

"Let's see how you fare against my air space magic," Aria said as he got into a stance, "this will truly test your power."

"I don't see no air space magic!" shouted Natsu right before he rammed into an invisible wall. That caused him to bounce onto his back.

"An invisible spell?!" exclaimed Happy, "How's he supposed to fight that?!"

Natsu had managed to use his momentum to roll himself onto his feet, and once he had he skidded to a stop.

"You're much stronger than I thought," Aria said impressed, "salamander."

"I could take whatever you dish out!" Natsu said angrily, "Never underestimate the power of a Fairy Tail wizard!"

"I'M ALL FIRED UP NOW," Natsu shouted, "SO LET'S SEE WHAT YOU GOT!"

 **Meanwhile, with Soron…**

Soron had sat down at the edge of one of the limbs to recover some energy both in his person and his watch. However, what caught his attention was that the magic circle was slower than ever.

 _Interesting, it appears that it's tied to the element four,_ Soron thought to himself, _I took out one, and so did Grey. That means there's at least one more left. At most… two._

"Well," Soron said as he stood up, "I best go find that final element wizard."

He then changed into Krypto-man and blurred away to locate the wizard quicker.

 **Back with Natsu…**

Natsu stood panting once again as Aria stood in the same place he was before. It appears that Natsu hasn't gotten a hit in yet.

"You're still standing after my attack," Aria said in admiration, "Very impressive."

"I'm fired up now," Natsu grinned, "Let's see what you got."

"Careful," Happy warned concerned.

" **Airspace: Zetsu!"** Aria said causing a purple mystical circle to appear and launch spheres of air at Natsu. Each one hurt him a lot.

Fortunately, that attack didn't knock him out. However, it was very close. All it visibly did was knock Natsu back and force him to skid his feet on the ground.

" _He's the strongest wizard in the element four,"_ Happy thought worried with tears forming, _"He might be too powerful for Natsu!"_

"There's always someone better than you, young dragon slayer," Aria boasted as he 'looked' down at Natsu.

"We'll see about that!" Natsu shouted. He then took a firm stance and proceeded puff out his cheeks far more than should be possible.

" **Fire Dragon…"** Natsu yelled as he placed his hands over his mouth like a trumpeter would, **" Roooaaaar!"**

Natsu's strong flame attack was on target, but unfortunately, Aria can teleport. That is what saved him from becoming charcoaled.

"He's gone!" exclaimed Happy and Natsu grew a shocked expression.

"Where'd he go?" Natsu asked nobody in particular as he looked around. Suddenly, Aria appeared behind him. Natsu was only fast enough to look behind him before Aria punched him hard enough to send him flying into a wall. To Happy, it was only a few seconds long, but to Natsu, it felt like a few minutes.

"How disappointi-" began Aria before a black blur rammed into him. He went flying through the air and back onto the stairs.

"Soron!" exclaimed Happy in relief. Standing not far in front of him was Soron in his Krypto-man form.

"Convince Natsu to get out of here," Krypto-man said without looking at the exceed, "This guy's mine."

"Aye sir!" Happy agreed all too quickly.

As Happy flew over to Natsu's dazed form, Soron watched Aria get back to his feet and shake his head. Aria had been a little disoriented as he had landed head first onto the stairs.

"You," said Aria as he 'looked' at Soron, "You managed to send me flying. I must congratulate you on your success. Nobody has ever managed it before."

"I'm taking you down," Soron said as he balled his fists, "I will not let that gigantic spell be completed."

"If that's how it's going to be," Aria said as he got into a stance, "Then I must take you down first."

" **Airspace: Zetsu!"** Aria shouted which shot air spheres at Soron that knocked him backward and sent him flying into a wall.

"Hmm," Aria said as he cocked his head, "You do not appear to have the same durability as the salamander, and yet you hit very strongly. You are quite the conundrum."

"Yeah," Soron groaned as he pushed himself to his feet, "It's been said."

He then took a step forward intending to blur at Aria again, but instead, he cried out in pain. He looked down and saw that a bone was poking out of his leg. His leg had been broken and twisted.

 _Son of a bitch,_ Soron thought to himself as he sat down to fix his leg, _I forgot entirely about the fact that Krypto-man is weak to magic._

As soon as he had pushed the bone and twisted his leg back to the normal position, he managed to get himself to his feet. However, the process was extremely painful and so it was all he could do just to stand.

"How do you plan to beat me if you're so easily wounded?" Aria asked intrigued and amused.

"Let me show you," Soron grunted before he slapped the megatrix symbol on his chest. He was enveloped in a flash of golden light once more, and when it ebbed he was replaced by a smelly green being that looked like a plant with a black face with golden eyes and a mouth. He had petals on his head that formed a fiery shape, an had some red and orange petals coming out of his shoulders. He also had petals coming out of his forearms, but those were green.

" **Swampfire!"** shouted Soron in a nasally voice. He then sighed as his leg began to feel much better. Say what you want about Swampfire, but his healing ability is "the shit."

"That is one nasty smelling take-over," Aria said as he wrinkled his nose.

"At least I'm not constantly streaming tears from my eyes," Swampfire returned.

"So," Aria said without moving from his spot, "What can that form do?"

"This," Soron replied as he threw four fireballs in quick procession at the crying wizard. However, they were quickly diverted by Aria's constant air wall. They bounced to the walls instead. One even hit the wall right above Natsu causing a piece of the wall to break and hit him on the head.

"Natsu!" Happy cried out as the salamander fell unconscious.

"Watch where you're aiming those things?!" Happy shouted at Soron in irritation.

"Is that it?" Aria asked unimpressed. With a frown, Swampfire threw one of his petals at Aria's feet but it was also diverted. Instead, it landed below Happy. Suddenly, vines grew from the ground and wrapped themselves around Happy.

"Come on!" Happy whined, "This is no fair!"

"Sorry!" Swampfire said to the cat before returning his attention to Aria.

 _How am I going to beat his wind magic?_ Soron thought to himself as he stared at the wizard. _Anything Swampfire does will just bounce off of his evident wind barrier. Krypto-man is weak to magic, so he's a no-go. The only one I can think of that can stand a chance is Terraspin, but he's limited in what he can do. He's also no fun. I got it!_

Aria was wondering why Soron was doing just standing there looking at him, but the longer the battle took the higher the chance the Abyss Break spell would be completed. Aria had to look away yet again as a golden flash of light enveloped Soron once again. When he looked back, he saw a small white dwarf-ish looking character with gold eyes, a gold mouth, and what looked like headphones reaching down to his back. He also had the golden megatrix symbol on his chest.

" **Echo-Echo!"** shouted Soron in a mechanical voice.

"That form…" Aria said with a serious tone, "That's the one that held off Gajeel's attack. An impressive feat, but what can it do against me?"

"Happy," Echo said without looking at the cat who had been freed from the vines as soon as Soron changed to Echo, "You might want to cover your ears."

"Aye sir," Happy said as he covered them with his paws. He had heard about what Echo-Echo could do.

Echo-Echo then screamed at Aria, and Aria just stood there expecting his wind barrier to protect him. However, the wind isn't exactly a force that can stop sound entirely. Echo-Echo's scream rammed into Aria forcing him to plug his ears as his feet skidded on the ground.

"Hmm," Aria said once Echo-Echo stopped screaming, "That form's attack is sound-based… which means my wind barrier is a pointless waste of mana."

"That's right cry baby," Echo-Echo smirked as he crossed his arms, "We're evenly matched now."

"How dare you insult me!" Aria said offended as he cried, "now I have to take you down in one move!"

"To reward you on your successes against me," Aria said no longer crying, "I shall end this with a gift."

"I will allow you to join your master in his suffering," Aria continued as he suddenly vanished. That jolted Natsu to consciousness and gained Soron's full attention.

" **Airspace: Drain!"** Aria said as soon as he reappeared behind Soron. Suddenly, golden light flared from the floor and around Soron.

"No!" Natsu and Happy exclaimed.

"So sad!" Aria cried, "yes, because any wizard caught in my air space will be completely drained of their powers!"

However, to his surprise, Soron wasn't screaming in pain. He was just staring at the weeping mammoth with his right foot tapping impatiently on the floor and his arms crossed.

 _No. How can this be? That spell has never failed before!_ Aria thought to himself in shock that Soron remained unaffected.

"You're done," Echo-Echo said with a bored tone as the light faded, "Good."

He then let out a scream which sent Aria flying up into the air like he would've if Krypto-Man had uppercut him but less powerful. Echo-Echo watched as Aria somehow managed to fall back onto the stairs. It was as if the stairs were magnets and Aria was a magnet of the opposite charge himself.

 _How does he keep falling on those stairs?_ Soron asked himself as he raised an eyebrow, _There is no way he should've fell towards them based on where I aimed my scream._

Unknown to Soron, Natsu and Happy were thinking similar thoughts.

"How are you immune to that spell?" Aria asked as he stumbled to his feet.

"You were the one who made Makarov ill, weren't you?!" Echo-Echo demanded angrily completely ignoring Aria's question.

"I did say so," Aria said bluntly.

"When did-" Soron began before his brain finally registered what Aria said, "Ohhhh, so you did."

"It is clear that the only magic that I can use against you is my Zetsu," Aria stated as he got into a stance.

"Oh, no you don't," Soron said as he slapped the megatrix symbol, "It's time to go ultimate."

Four prongs protruded out of the disk as he was enveloped in golden light. Once the light had ebbed, in his place was a giant blue robot with big light blue circles on his shoulders, backs of his hands, knees, and some smaller circles on the sides of his head and his feet. On his head was a light blue circle as well. His eyes were golden, and he had a line for a mouth. On his chest were small light blue circles on either, and below his chest was a black line on his stomach to the pelvis. In the middle of his chest was the megatrix symbol with four prongs sticking out of it.

" **Ultimate Echo-Echo,"** UEE stated instead of shouted. He then looked at Aria angrily.

" **Airspace: Zetsu!"** shouted Aria. Once more Soron was bombarded with air spheres, but unlike before Soron summoned a sound forcefield that blocked them. The air spheres didn't do anything to the field at all.

"Well, now that I'm faced with a more worthy opponent," Aria said as he removed the bandage from his eyes, "I guess it's time I start taking my battles more seriously."

Soron got a good look at his eyes and saw that they were pink. However, when they quickly grew larger as an "X" formed inside them, Soron was more than a little grossed out. However, he didn't say anything as he was in soldier mode.

 **Meanwhile, outside in the Fairy Tail courtyard…**

Erza, Igrao, and the others did their best to fight off the PL ghosts. However, it wasn't going well.

"They need to hurry up," Igrao said as he dodged an attack from a swooping ghost, "I'm running low on mana."

Erza didn't have any time to respond as she had to dodge an attack as well before delivering an attack of her own. As usual, her sword merely passed through the ghost harmlessly.

"What is taking so long?" Erza asked nobody in particular as she looked at the castle and the abyss break spell's circle that suddenly began to glow.

 **Back with Soron…**

UEE stared at Aria and Aria stared back. Neither of them moved for what felt like minutes. However, the silence was broken by Aria.

"Now, take-over wizard," Aria said as he got into a pose, "step into Zero. Airspace of death! It consumes the lives of all who dare to enter!"

The spell blasted wind all about the room, and Happy had to hang on for dear life onto Natsu's scarf. Natsu had gotten up while Aria had taken off his bandage.

"I'm too cute to die!" Happy cried in fear.

"A spell that consumes life…" UEE said in a deeper mechanical voice than normal Echo-Echo as he balled his fists, "Tell me! How can you do this?! How can you just take lives so easily!"

While Soron has taken lives before, that was during the war. He never wanted to kill, but he had been willing to do so. However, each time he did so… it was difficult and felt like he was ripping a piece of his soul out each time. What little soul Soron had left… he was going to use it to honor Ben's memory and become the person his sister saw in him.

"It'd be more fun to show you!" Aria said evilly as his eyes glowed red in the sudden shade they were in.

"Soron!" Natsu shouted as Soron ran straight at Aria with his left fist cocked back.

"Let's see just how well you handle this…" Aria said as he thrust his arms out, "take-over wizard!"

UEE had to dodge each of the projectiles being shot by the wind, and that slowed down a fair amount. However, it wasn't enough to keep himself from launching up into the air.

"But how?!" Aria exclaimed in shock, "My airspace didn't even harm him!"

"No!" Aria exclaimed as UEE sent some disks towards him. The disks formed a field around Aria, but unlike before this wasn't designed for defense.

" **Sonic…"** UEE said, **"Doom!"**

Suddenly, Aria was bombarded by sonic waves that bounced back and forth from the small force field. Once the attack was done, Aria fell onto his back wounded immensely from the attack. Soron, on the other hand, landed on the ground with his back to Aria.

"He took him out with one hit!" Happy exclaimed.

"Man, he's one scary guy!" Natsu also exclaimed.

"Someone like you could never hold a candle to the strength of Makarov," Soron said as he looked at Aria in contempt, "You'll be remembered only as a sobbing coward who fell by my hand."

"That's… so sad," Aria sobbed on the ground as he fell to unconsciousness.

 **Back at the Fairy Tail courtyard…**

The FT guild-members were panicking as the circle glowed brighter, but suddenly it vanished entirely and the glowing red eyes in the transforming castle's face became dark.

"What happened?" asked a member.

"Its eyes aren't glowing anymore," remarked another.

 _They did it,_ Erza thought with a smile, _Good work._

Suddenly, the castle began to shake and one of its arms fell into the ocean below.

 **Back with Soron…**

Soron transformed back to normal and tackled Natsu before he could be crushed by a piece of falling debris that was knocked loose.

"Whoo," Natsu grinned, "That was a close one. Thanks, bud."

"We need to get out of here before the place crumbles," Soron said as he looked at the castle.

"No way," Natsu said sternly as he got to his feet, "We still have to take down the Phantom Lord guild's master. If we don't, he'll just destroy us all himself."

Soron thought long and hard on the best course of action, but eventually, he came to the same conclusion as Natsu. He then nodded in agreement at Natsu.

"Together then," Soron said.

"Man, there's no way that guy's gonna stand a chance against the both of us," Natsu grinned.

"Hey," Natsu said when he noticed Soron sitting down, "why aren't ya moving?"

"I'm going to rest a bit," Soron replied, "going Ultimate takes a lot out of the megatrix. It may have a fairly fast charge-rate, but I feel that I'm going to need my watch at full charge to beat Jose."

 **With Jose…**

Jose was furious. He gritted his teeth as he saw Fairy Tail's latest victory, and it was against Phantom Lord no less.

"I don't believe it!" Jose said angrily, "My strongest wizards, the element 4, were completely wiped out by that worthless fairy tail scum!"

"Guess that makes them even worse than scum, huh," said the familiar voice of Gajeel nearby. Jose turned to see that his dragon slayer had returned with Lucy Heartfilia carried under his armpit.

"Gajeel," Jose said, "so you've returned bearing a gift, have you?"

"Yeah," Gajeel said as he dropped Lucy unceremoniously onto the ground, "I picked you a little something while I was out."

"Oh, very impressive my boy," Jose said pleased, "How were you able to track her down so quickly?"

"You should never underestimate the nose of a dragon slayer," Gajeel replied.

"She is alive, right?" Jose asked, "Without a pulse, she's worthless to us."

"Hmm," Gajeel said thoughtfully, "I was pretty rough with her."

"Let's see!" Gajeel said as he suddenly kicked Lucy which sent her flying into the wall. Lucy cried out in pain as she hit the floor hard.

"Yep," Gajeel grinned, "She's still alive and kicking!"

"Excellently done, Gajeel!" Jose grinned insanely, "I knew I could count on you!"

 **Back with Soron and Natsu…**

They were resting against the walls to allow themselves to restore their energy. For Natsu, his mana. For Soron, his megatrix's charge and his stamina. However, they became alert as the P.A system activated.

" _Attention you pathetic Fairy Tail worms,"_ said Jose angrily, _"Listen carefully, because I'll only say this once."_

"What the?" Natsu asked with a serious expression.

"That's Master Jose!" Happy exclaimed. Not a few seconds later, a scream of pain echoed throughout the castle thanks to the P.A system.

"I know that scream," Natsu snarled.

"Lucy?" Happy asked concerned.

Soron just sat there silently, and with an emotionless expression.

" _We have captured your Lucy Heartfilia,"_ Jose smugly continued, _"Which means our first order of business is now out of the way."_

" _And that just leaves us with one more thing,"_ Jose continued, _"My favorite part. Wiping all of you miserable brats right off of the face of the Earth!"_

"No way," Natsu said angrily as a vein pulsed on his forehead.

 **At the Fairy Tail courtyard…**

The Fairy Tailers all stood with frightened expressions as more and more phantoms appeared.

"Oh no," said a member.

"I think there's more now!" said another member.

"There's a ton of 'em!" exclaimed a third.

"You gotta be kiddin' me," Wakaba said, "They still wanna fight?"

Suddenly, the phantoms resumed their attack on the Fairy Tailers. Igrao slashed at one, but like with Erza his blade just went through it.

"I hate ghosts!" Igrao exclaimed.

"Can't say I disagree with ya," Maceo said as he launched a flaming fist at a few, "I'm honestly starting to think the phantoms were just playing with us earlier."

 **Meanwhile, with Jose…**

"Keep an eye on the girl," Jose said as he headed towards his throne room's exit, "There are still some pests scuttling around my castle."

"You talking about the take-over?" Gajeel asked.

"Yes him," Jose replied, "and his friends."

"They've been lucky thus far," Jose continued as an aura surrounded him, "Their luck is about to come to an end. I'm going to exterminate them myself."

"Then there's something you should know about the take-over," Gajeel said prompting Jose to look at him.

 **With Natsu, Soron, and Happy…**

Natsu punched a hole in a nearby piece of rubble in rage which caused some pieces to go flying from it.

"Dammit!" Natsu shouted, "They got Lucy! That means this entire war was pointless!"

"Natsu," Soron finally said attracting his attention, "It's not pointless. Just because we began this war to keep Lucy out of their hands and to get our revenge, doesn't mean it's pointless. We will keep on fighting till none of us are left standing, and even then we'll rise. You want to know why?"

Natsu just stared at Soron quietly.

"It's because we are members of Fairy Tail," Soron said, "and we never give up! Even when we die, we'll fight. It doesn't matter if the enemy has any kind of victory because, in the end, we'll remain victorious. Lucy may be captured, but we WILL get her back! To do so, we have to use all of our strength! For me, it's inside my watch. However, for you it's dormant. Believe in yourself, Natsu. Find it. Find your strength and awaken it. For Lucy. For our guild. Do it now, Natsu! Show me! Show me you can surpass me in my strongest form! Only then will you be strong enough to save Lucy and the rest of Fairy Tail!"

Natsu looked down at his right hand, before clenching it as he closed his eyes. Suddenly, the magic coursing through Natsu grew in power as his rage grew. Suddenly, flames combusted on him and whooshed until they were at a stronger power than ever before.

"N-Natsu?" Happy asked.

"He can do this," Soron smiled.

"You could've done it on your own," Happy said as he looked at Soron, "So, why did you say those things?"

"I can't do it on my own. I may be powerful thanks to my transformations, but unfortunately I'm nowhere powerful enough to take Jose on my own," Soron explained, "I need Natsu to become stronger than he has been in the past. It's the only way to save Lucy. However, now that Lucy has been taken we're going to have to split up."

Any more chance to talk was removed as Natsu roared combined with the flames sound.

 **Meanwhile, at the healer's tree…**

Makarov lay in a bed as he rested, but now he opened his eyes; albeit slowly.

"It's Natsu," Makarov said attracting an elderly woman's attention. Her name is Porlyusica.

"Makarov?" asked Porlyusica as she walked over to him, "How are you feeling?"

"Not yet," Porlyusica said after Makarov got into a sitting position, "You still need rest."

"Since when do I listen to you?" Makarov asked with a grunt as he got out of the bed.

"A remarkably speedy recovery," Porlyusica said as she watched Makarov head towards his clothes, "Especially, for someone with so long in the tooth."

"Is that so?" Makarov asked as he got dressed.

"Do you hasten to your death?" Porlyusica asked as she turned to him.

"I will take the chance," Makarov replied, "My children need me now."

Porlyusica didn't say anything as she watched Makarov head towards the door. Before Makarov made a move to open the door, he looked over his shoulder.

"Thank you for your help," Makarov said before he left the tree.

"I swear," Porlyusica said as she looked at an old photo, "nothing changes with him."

 **Meanwhile, with Elfman, Grey, and Mirajane…**

They finally arrived in the guildhall only to find it had been reduced to rubble, and Aria lay on the floor unconscious with his ears bleeding. Only one thing could've made that occur. Soron's Echo-Echo transformation, but it looked to be of an amplified attack. They also saw Soron sitting against a wall with an exhausted expression.

"Yo," Soron said as he raised his hand.

"You took Aria out all on your own?" Grey asked.

"Yeah," Soron said, "but I had to go Ultimate."

"Go ultimate?" Mirajane asked confused.

"I'll explain it once this whole war has ended," Soron said

Suddenly, they felt an extremely unnerving presence. They looked around for whatever was causing it as their expressions grew freaked out.

"What the?" Grey asked.

Elfman didn't immediately speak, but his sister did.

"What is it?" Mirajane asked.

"It feels like death," Soron said with gritted teeth.

"I don't like this feeling," Grey said.

"Oh," Elfman said, "I'm super-manly and it gives ME chills."

"Whatever it is," Mirajane said, "it's pure evil."

Suddenly, they heard clapping and looked to see Jose standing in the doorway they entered with a dark aura surrounding him.

"Bravo," said Jose, "You are all quite keen. Very impressive Fairy Tail wizards."

"I knew this would be fun," Jose continued, "but never in my wildest dreams did I think it'd be THIS entertaining. You annihilated the Jupiter Cannon, disposed of my elite element four. And you even managed to bring my magic giant to its knees."

"So, you're Jose," Soron said as he stood up from the ground.

"This creep?!" Elfman exclaimed.

"He's Phantom's Master?!" exclaimed Grey.

"It's like there's a black cloud hanging over him," Mirajane said a little afraid, "I feel sick just being near him."

"Thank you," Jose grinned, "You've been so kind as to entertain me. I simply must return the favor!"

"You ready?" Grey asked as he got into a stance.

"You bet!" Elfman exclaimed as he too prepared for battle.

" **Ice Make: Saucer,"** Grey said.

" **Beast Form!"** shouted Elfman turning his entire right arm into a metal appendage. He and Grey then jumped into the air to attack.

"No!" Soron said as he knew they didn't stand a chance against Jose, "Don't do it!"

" **Power Surge!"** Jose shouted suddenly causing a purple-black magic circle to form which fired purple-black energy blasts with skulls on them right at Grey and Elfman.

That sent them flying into the rubble a few feet away.

"Elfman!" Mirajane cried out, "Grey!"

Mirajane turned to look at Jose angrily, but that's all she could do as he waved his hand which sent a blast of magic right at them. It sent all of them flying and tumbling on the ground excluding Soron. Soron transformed into Diamondhead and leaped at Jose with his arms morphed into spikes. However, Jose raised his hand and sent a blast of energy. Fortunately, Diamondhead was ready as he morphed his hands into a shield to block the attack. As soon as he landed, he swung a spike-arm at Jose. However, Jose managed to dodge each strike. Jose then grabbed Diamondhead by the spike-arm which startled Diamondhead. Jose threw him towards a piece of rubble. Now, Diamondhead isn't exactly agile so he smashed the boulder entirely.

Diamondhead picked himself back up and stood to face Jose, while Jose merely relaxed and stared at the Petrosapien.

"Fascinating," Jose said with genuine respect, "You took a shot from Jupiter at full force, did you not? And yet, you're still standing."

"Nothing can keep me down witch-boy," Diamondhead said as he crossed his arms, "Your earth-wizard learned that the hard way."

"You are indeed quite tenacious," Jose grinned, "and destroying your record of tenacity will be quite pleasurable!"

"I'd like to see you try, ugly," Diamondhead said.

 **With Gajeel…**

Gajeel had been torturing Lucy nonstop by punching her against the wall with iron pillars from his feet and hands.

"You gotta sing better than that," Gajeel said evilly after he retracted his iron pillar arm.

"Too bad," Gajeel sneered as Lucy sobbed, "Your heart's just not in it."

"Gajeel," said another PL member attracting his attention.

"Hey," the PL member continued, "Hasn't she had enough? Besides, the master said he doesn't want her getting hurt or nothin'."

"But what else am I supposed to do?" Gajeel asked calmly.

"I can't believe he's doing this," Gajeel said mostly to himself, "He leaves me to watch over blondie here…"

"While he gets to have all the fun," Gajeel finished with a smile as he morphed his right arm into an iron pillar before he walked towards Lucy.

"Anyway," Gajeel said as he came to a stop, "I'm just playing with my little toy."

"Yeah, but," the PL member said unhappily, "If the master catches you doin' this, we're all gonna be in trouble."

Suddenly, Gajeel extended his iron pillar arm right into the PL member's face which sent him backward.

"Shut up," Gajeel said annoyed, "I know master thinks she's important, but she's just a piece of Fairy scum to me."

"Huh," Gajeel said with his arm back to normal, "Even though she's just a girl, she's still a wizard. She shoulda known what she was getting into when she joined the guild."

"You're taking this way too far, man," advised an African American PL member, "Let it go."

"Master's gonna lose it," a female PL member asked, "isn't he?"

"Well, then I'll tell him it was all your idea," Gajeel said evilly before he laughed.

"Please don't do that," the two PL members said as they sweat-dropped.

"Aw," Gajeel said as he turned back towards Lucy who was shakily pushing herself to her feet much to his shock, "I feel so sorry for her. Her fellow guild members didn't even want her back till they found out her old man's loaded."

"Geez, you're dull," said Lucy with evident pain as she held onto the wall for support, "I can barely even believe it. It's just sad. I feel sorry for you."

"What?!" the African American PL member asked incredulously, "Did she just say that?!"

"This chick's talking smack to Gajeel?" the female PL member asked shocked.

"Phantom Lord, huh?" Lucy smiled angrily, "Ruler of the spirits? Oh please. You don't scare me at all."

"You shouldn't have said that," Gajeel said with an evil grin before he suddenly extended an iron pillar into her which knocked her against the wall… hard.

"It takes some nerve to go running your mouth in a situation like this, princess!" Gajeel said angrily as he held her against the wall.

"I gotta admit," Gajeel said as he retracted his iron pillar, "You got guts."

"Make some noise!" Gajeel said as Lucy fell to the floor shaking with pain, "But not this trash-talking act you're putting on! I want screams and if I don't start gettin' what I want, you're gonna be sorry."

"Then why don't you just go ahead and do it?" Lucy asked as she looked up, "Finish me. Then you're gonna be sorry. Just you wait."

"Yeah?" Gajeel said cockily, "Who's gonna make me? I'm curious."

"Fairy Tail," Lucy replied certain, "They'll never let you get away with this. They'd take revenge! They'll never stop and if I were you, I'd be watching my back from now on. Cause, the world's scariest guild will be after you as long as you live."

"So, they're gonna come after me, huh?" Gajeel said as he morphed his arms into iron pillars, "Sounds like fun!"

He then leaped up into the air intending to kill Lucy.

"Gajeel!" exclaimed the African American PL member.

"Stop it!" shouted the female PL member.

Gajeel merely cackled evilly as he fell towards Lucy, but suddenly his iron pillar arms shattered as a fiery explosion occurred. Following the explosion, Natsu appeared and delivered a strong uppercut to Gajeel's face. Gajeel was sent flying through the air, but unlike their last confrontation, Gajeel righted himself and skidded onto the ground.

"So, I was right," Gajeel smirked, "I knew I smelled him here."

"It's Natsu!" Lucy said relieved.

"Gajeeeeeeeeeeeeeeeeeel!" Natsu roared within a ton of flames.

 **Meanwhile, with Shuzy…**

Shuzy stood on top of a building with her clothes damaged as she stared at the gigantic stone transforming castle. Her ears picked up on Natsu's roar, and specifically what he was roaring. She clenched her right fist before she looked down at it.

 _I'm on my way, Natsu,_ Shuzy thought as she looked back up at the castle, _I won't let you take Gajeel down on your own._

* * *

Don't expect an update for a while. I'm taking another break from the story. I promise it won't be more than a year. There are just other stories I need to finish and want to focus on currently. As always. If you like the story, please leave a favorite, follow, and put down a comment if you have any questions and/or any good things to say. no offensive comments, please.


	10. Episode 10: The Three Dragon Slayers

most of the flashbacks use scenes I put in previous chapters, so you can skip those if you desire. up to you.

* * *

Episode 10: The Three Dragon Slayers

Lucy just sat there as she looked at Natsu who was hotter than anything she'd seen before. Gajeel on the other hand just laughed in amusement.

"Guess it ain't too hard to catch a salamander if you use the right bait," Gajeel sneered.

"Unlike you Phantom Creeps," Natsu said angrily, "I watch out for my friends! I won't let you lay a hand on her!"

"Natsu," Lucy said quietly as she smiled. However, her smile vanished when she saw his expression.

"Stay back," Natsu said without looking at her, "This could get ugly."

"Gajeel," said one of the PL members.

"This one's mine," Gajeel said with excitement before he leaped towards Natsu.

Natsu leaped up as well with his fists engulfed in flames and grabbed the iron pillar that Gajeel fired at him. Natsu spun around in the air and swung Gajeel into a wall. However, Gajeel landed with his feet cracking the wall a bit. He looked up and saw Natsu heading towards him with a fiery fist. Gajeel only had time to hold up an iron arm to block Natsu's attack. The force of the attack caused the wall to explode which prompted the PL members to scatter. Gajeel didn't and instead leaped away and out of the dust cloud, but he wasn't able to block Natsu's next attack. Natsu punched him hard and sent him flying across the room. Gajeel crashed into the wall and rubbed his chin before he looked up to see Natsu with glowing red eyes.

 **"Fire Dragon: Talon!"** Natsu shouted as his right foot was engulfed in flames while he flipped forward in the air. Gajeel barely had enough time to block the attack with an iron pillar, but he succeeded. That caused Natsu to go flying back a bit due to an explosion.

Lucy looked on with concern and she wanted to help, but she knew she wouldn't stand a chance. Especially, without her keys.

"Hey, are you alright?" Happy asked as he hurried up to her.

"Happy!" Lucy said with a smile before she looked back towards Natsu.

"Is something wrong?" Happy asked as he turned around to look as well.

"No, it's just," Lucy said quietly, "I've never seen Natsu like this."

"Aye," Happy concurred as Natsu walked out of a dust cloud with his fists balled up, "He's more fired up than ever before."

"I wouldn't want to be that other guy," Happy added.

"For being fairy scum," Gajeel said as he snapped his jaw back into place, "you sure are cocky."

"You're the scum here, pal," Natsu growled, "As payback for what you did to Lucy, I'm gonna use my firepower to melt your ugly iron face."

"Hahaha," Gajeel laughed amused, "Sounds like fun."

"However," Gajeel sneered, "How do you intend to beat me without your icy girlfriend?"

"I don't need her," Natsu said, "I can do this all on my own!"

"Guess there's only one way to find out!" Gajeel sneered before they ran at each other. They punched at each other with their right fists but missed each time. They kicked at each other, but again they missed. When Gajeel extended an iron pillar at him, Natsu dodged and leaped on top of it to deliver a kick to Gajeel's face. However, Gajeel responded by punching him hard. Natsu placed his hand on the ground and spun himself around. He placed his feet on the ground and skidded to a stop. When he looked up he glared at Gajeel.

"That's a pretty gnarly lookin' toy," Natsu said as he eyed Gajeel's right arm. It was a blade with spikes coming out of the sharp edges.

"Heh," Gajeel smirked, "This is the iron dragon sword."

"I thought I'd give you an up-close and personal demonstration," Gajeel added as the spikes began to spin giving hit a look of a chainsaw.

"Ooh, I'm so scared," Natsu said sarcastically.

"How is he doing that?!" Lucy exclaimed.

"It's iron dragon slayer magic!" Happy explained.

Gajeel leaped into the air and cackled the entire time, and continued cackling as he fell towards the floor. He swung his chainsaw sword down at Natsu. Fortunately, Natsu had managed to dodge the chainsaw sword. However, that caused the weapon to hit the floor causing several portions to become rubble. Gajeel kept at it not letting Natsu one minute of respite, and Gajeel didn't seem to be tiring out at all.

"Not so cocky, now, are ya kid?!" Gajeel said with glee.

"I think you're scared!" Gajeel said as he slashed multiple times, but Natsu kept dodging the attacks.

"I'll give you credit for being such a nimble little fairy," Gajeel said after a final slash which Natsu of course dodged. This time he did allow his opponent to get some respite.

"You're no slouch yourself," Natsu admitted.

"But, we still got a score to settle from the other day," Gajeel said as his chainsaw arm turned back into a human one, "that ice bitch too. No time like the present, wouldn't you agree?

"Well, she's not here," Natsu said, "but I am. Let's go rivet face, I'm all fired up now!"

 _As dragon slayers, they both have the power to take on the mythical creatures,_ Lucy thought fearfully, _which means the two wizards who are strong enough to slay dragons are about to duke it out in front of me! I don't like where this is going._

Suddenly, a green magical circle appeared under Gajeel causing a green light to shine around him. As they watched, his skin became iron scales and his face became less human.

"He's changing!" Lucy exclaimed.

"Dragon scales!" Happy also exclaimed.

 **"Iron Dragon: Hard Fist!"** Gajeel shouted as he punched Natsu. That punch sent him flying back towards the wall. Gajeel laughed as Natsu crashed into the wall.

"Hearing you hit that wall was like music to my ears," Gajeel sneered as Natsu clutched his very bruised forearm.

"He took Natsu down with just one hit," Lucy said with concern in her voice.

"That's 'cause the scales on his fist are made of steel," Happy explained.

Gajeel cackled as he delivered punch after punch which Natsu could neither block nor evade. Fortunately, Natsu was able to dodge his next attack which was a kick. However, the kick sent a ton of wind blasting around. Happy had to hold onto Lucy and she had to hold down her skirt to keep it from flying up.

"Is this wind seriously coming from his kick?" Lucy asked loudly.

"It's because his attacks are twice as strong now that he's covered in those dragon scales!" Happy explained loudly.

Natsu delivered a flaming fist into Gajeel's face, but that didn't do anything at all.

"Poor little fairy," Gajeel mocked, "That had to hurt, huh."

"Hate to break it to ya," Gajeel boasted as Natsu pulled his hand back, "but your puny hand can't even scratch this steel."

"Natsu!" exclaimed Happy as Natsu fell backward and rolled away. He screamed the entire time.

"I'm fine!" Natsu lied poorly, "I'm not hurting at all!"

"Yeah," Lucy said not believing it one bit, "right."

"Cut the act, punk!" Gajeel shouted as he knocked him to the floor.

"You just don't want your friends to see you crying like a baby!" Gajeel continued as he prepared to stab down with his steel fingernails.

However, just before he could he felt the room suddenly get cold. He exhaled and saw his breath had frosted up. He looked up in time to see an icy cloud coming his way. He quickly moved his arms up to block himself but he was knocked back a few feet.

"If a fire is nothing to you," said a female voice, "how do you think you can fare against ice?"

Lucy, Happy, and Natsu turned to see shuzy walking forward with her blue hair tied into a bun, wearing a tank top, and a light blue skirt.

"Now I get to kill two birds with one stone," Gajeel smirked as he cracked his knuckles and stared at Shuzy.

"Alright, you walking garbage can!" Natsu shouted as he got to his feet quickly, "time to blow you away!"

Natsu took a firm stance and proceeded to puff out his cheeks far more than should be possible.

 **"Fire Dragon…"** Natsu yelled as he placed his hands over his mouth like a trumpeter would, **"Roooaaaar!"**

 **"Iron Dragon…"** Gajeel said as he prepared a similar attack, **"Roooaaaar!"**

Suddenly, a torrent of flame and deadly iron dust whooshed out of their mouths towards each other. When they clashed an explosion of concussive waves occurred. The wall behind Gajeel exploded outward while Shuzy hurried to grab Lucy and Happy to keep them from flying off into the air.

"Looks like there are some pretty big differences between fire and iron dragon slayers, aren't there Salamander," Gajeel smirked as he spread his arms, revealing a torn shirt, "You can shower me with flame attacks till you run out of hot air, but it's not gonna crack my armor!"

"On the other hand," Gajeel added, "just one of my iron blade breath attacks can rip your puny body to shreds."

"Natsu," Lucy said concerned as she slid against an undamaged wall. Happy just stood watching.

"Come on," Happy urged, "take him!"

"Heh," Natsu smirked, "I can't crack your armor, huh? Sure, you're not feeling a draft, buddy?"

Gajeel widened his eyes as his iron scales cracked.

 _It's not because of Natsu's roar attack,_ Lucy said realizing what was going on, _It's because of Shuzy's ice attack she used to save Natsu! The cold must've weakened the metal enough for the flames to damage it!_

"You and Natsu have to fight him together," Lucy said to Shuzy who had sat down next to her, "Your cold attack weakened Gajeel's metal scales, and that's why Natsu's flames shattered it!"

"Natsu won't accept my help," Shuzy scoffed.

"Then don't give him the option," Lucy said.

"Look, I don't just breathe regular old fire!" Natsu said as he removed his fest and dropped it, "The fire dragon's roar can destroy anything it touches!"

"I think it's time we stop playing around!" Natsu said as an orange magical circle appeared under him and shone orange wavy light, "Let's get down to the real fight! I'm gonna shatter you into a million pieces!"

"Let's go!" Gajeel shouted as a similar light show occurred around him. His shirt was also completely blown away.

"Whoa," said a PL member, "They're getting serious."

"Yep," Happy said, "They're both dragon slayers."

"They're amazing," Lucy said now having stood up.

"And they're both practically half-naked too," Lucy added with a grin.

"Blacksteel," Natsu said angrily, "I'm ready when you are."

"Sky's not big enough for three dragons, kid," Gajeel sneered, "After you, I'm taking the icy bitch out. One way or another."

 _Natsu,_ Lucy thought with concern once more.

 **Meanwhile, in the FT courtyard…**

Igrao was about to hack at a ghost before it suddenly flew off. He and all the other FT members watched as all the ghosts combined into a purple-black intangible sphere.

"That thing's got creepy hands everywhere," Laki said as she looked at the waving appendages.

"That's the least of our worries!" Wakaba exclaimed.

"Yeah, this is bad," Macao said.

Suddenly, the black sphere began bashing the guildhall.

"That monster's trying to tear down our guild hall!" Cana exclaimed.

"Shoot it down!" shouted an FT member. At that, the FT members began using their magic on the sphere to no avail.

"Kill it!" shouted a guild member.

"That thing is impervious to our abilities," Igrao said grimly as he just stood there now that he had returned his sword to his pocket dimension.

"Agreed," Erza said just as grimly as she returned her blades and armors to her pocket dimension to conserve mana, "but what else can they do? They need to feel useful, so I say let them at it."

 **Back with Natsu and Gajeel…**

Natsu and Gajeel ran at each other with their fists pulled back. When they clashed, the wind picked up and sent debris and dust flying around. However, once the debris and dust settled they saw that both of the dragon slayers had blasted upwards into the sky.

"They just do that?" a PL member asked.

"They're flying!" exclaimed another.

"What did you expect, morons," Shuzy shouted, "they're dragon slayers, and dragons fly."

"Shut up insect!" shouted a PL member before turning to another member to whisper, "she has a point."

Natsu and Gajeel punched each other repeatedly, but all that happened were their heads were knocked back a little. They traded blows so fast that it looked like fireworks were going off to those in the castle.

"Whoa," a PL member said, "what's happening up there?"

"Fireworks?" Lucy asked.

Natsu and Gajeel landed on the castle's roof and looked at each other. They then leaped at each other and headbutted each other. They kept at it for quite a while.

"What the?" a PL member asked.

"He's actually keeping up with the boss," another remarked.

"That's crazy," a third commented.

Natsu and Gajeel still traded blows, but eventually, they knocked the giant spike off of the roof which went falling to the ground below. Lucy, Happy, and Shuzy had to hurry to escape it and the same went for the PL members.

"We gotta get outta here!" Lucy cried out.

Once again, Natsu and Gajeel were back on the ground. However, unlike before they were both panting.

"Is that kid beating Gajeel?" asked a PL member.

"No," a second one replied, "Salamander's running out of breath too."

"What?" Natsu exclaimed when he saw Gajeel eating iron.

"Hold on!" Natsu shouted, "that's not fair, man! You're eating!"

"So what?" Gajeel asked not caring.

"I can't believe he really eats iron!" Lucy exclaimed.

"Iron dragon slayer, duh," Shuzy said leaning against a wall, "what did you think he ate?"

"Uh, I don't know," Lucy said quietly, "chicken?"

"I wonder if it tastes any good," Happy said with his eyes closed.

"I wouldn't try it if I were you," Shuzy said in a sing-song voice.

"Now, I've got a fire in MY belly," Gajeel smirked.

"Hey!" Natsu said angrily, "that's my line, pal!"

Suddenly, Gajeel roared as a wave of energy burst from him causing the wind to pick up.

"Wait a minute!" Lucy exclaimed, "where'd he get all this energy from?!"

 _I'm not even going to bother,_ thought Shuzy with a sigh.

"Dragonslayers eat their element to replenish their mana," Happy explained, "It also increases their power."

"So, Natsu needs to eat fire!" Lucy said.

"That would help," Happy said, "but he can't eat his fire, it has to come from some sort of outside source."

"Yeah," Lucy said remembering the past times she's seen him eat fire, "That's right, but how can we make that happen?"

"Say g'night, fairy," Gajeel said as he sneered at Natsu. He pointed his right arm straight at Natsu and placed his left hand near his shoulder.

 **"Iron Dragon: Lance!"** shouted Gajeel, **"Demon Logs!"**

Suddenly, loads of iron spikes fired towards Natsu. Natsu cried out in pain as he couldn't do anything.

"Fire, fire, how to get him fire," Lucy said muttering as she searched in her purse.

"While you figure it out," Shuzy said as she walked past Lucy, "I'm going to aid Natsu."

She then leaped into the air and crossed her arms.

 **"Ice Dragon: Ice Maelstrom!"** Shuzy shouted as she spread her arms and flapped once. Suddenly, the wind picked up and ice shards flew around in the air surrounding Gajeel. Gajeel had to stop his attack to cover his eyes, and while he did that Shuzy landed on the ground and picked Natsu up. She ran to Lucy and dropped him unceremoniously in her arms.

"Gah!" Lucy cried out as she fell to the ground due to Natsu's weight.

"You!" Gajeel said now that the ice maelstrom had ended while Shuzy walked to the point Natsu was.

"Yes, me," Shuzy said as she raised a fist surrounded in an icy aura.

"No!" Natsu said as he tried to get up, "Gajeel is mine!"

"Not while you're running on fumes hothead," Shuzy called back to him, "Relax, I got this."

"I hope," Shuzy muttered to herself.

Suddenly, Gajeel ran towards her and delivered a strong punch into Shuzy's abdomen. That caused her to exhale forcefully ejecting whatever oxygen was in her person. Gajeel then elbowed her to the ground, where he stepped on her back.

"You have no chance against me, bitch," Gajeel sneered, "Now, I'm going to break your back!"

He proceeded to raise his foot to stomp down again, but Shuzy rolled to the side. As she did so, she picked up a bit of rock dust and threw it in his face.

"Gah!" Gajeel exclaimed as he stumbled backward and rubbed the dust out of his eyes furiously.

 **"Ice Dragon: Ice Create!"** Shuzy shouted before she leaped on him and pressed her mouth onto his. While it may look like she was kissing him, she was preparing to do something else. She then exhaled and Gajeel went blue as his saliva froze along with his blood due to the cold air Shuzy exhaled into him.

Gajeel fell backward on the floor and Shuzy jumped off of him as he went.

"See," Shuzy said as she turned to smile at Lucy and Natsu, "I got this."

Suddenly, she was grabbed by the back of her neck and hoisted into the air.

"Nice trick," Gajeel snarled as he grabbed her crotch. He then raised her in the air so that her front faced the damaged ceiling.

"But, I promised that I'd break your back!" Gajeel shouted before he slammed her down onto his right knee. There was an audible snap along with a cry of pain coming from Shuzy before Gajeel just tossed her to the ground.

 **Back at the courtyard…**

The FT members were still wasting their mana on the intangible sphere, but that didn't matter to Igrao right now. He had a sudden horrid feeling that something bad had happened and he looked at the castle.

"Cana!" Macao said urgently.

"Let me go!" Cana cried, "I gotta stop that thing!"

"There's nothing you can do!"

"Go," Erza said when she noticed where Igrao was looking, "Right now, they need you more than we do."

Igrao looked at Erza once and nodded before he ran extremely fast to get to the castle before something worse could happen.

 **With Natsu…**

Natsu slowly got to his feet, but he was shaking as he did so. For some reason, the PL members were nice enough to move the prone form of Shuzy from the path of battle and to the side. Partly because she was hot, and partly because the female PL member felt bad for what Gajeel did to Shuzy.

"I call upon thee in the world of the celestial spirits!" Lucy shouted as she held her newest key up, "I beckon you to my side at once! Pass through the gate!"

With the sound of a bell, a golden glow emanated from the ground.

 **"Open, Gate of the Archer: Sagittarius!"** Lucy shouted.

"Well, howdy-do my lady," said a man that suddenly appeared. He looked so odd because he had a grinning horse head as a hat on his head. On his back was a quiver of arrows and in his hand was an oddly crafted bow.

"Wow!" Lucy exclaimed pleased, "That really worked!"

"What's with the horse costume?" Happy asked.

"I'll explain why later, but I need to know if you shoot fire!" Lucy said with an urgent tone.

"No, but I'm quite proficient in archery," the guy said as he saluted her a second time, "yes, indeed."

"Okay," Lucy said dejectedly.

"Who does he think he's saluting over there?" Happy asked.

"Lucy!" Natsu shouted, "you guys better get out of the way!"

That prompted Lucy to pull on the spirit and moved out of the danger area.

"Here goes!" Natsu said as he was engulfed in flames before launching himself towards Gajeel.

 **"Iron Dragon: Sword Horn!"** Natsu shouted as he rammed into Gajeel. Unfortunately, it didn't do anything at all.

"I got a fire in my belly," Gajeel sneered, "but where's yours?"

He then punched down at Natsu knocking him to the ground hard.

"Why don't ya eat some iron?!" Gajeel shouted as he extended an iron pillar into Natsu forcing him to drag across the ground.

"That's brutal," the female PL member said.

"Gajeel's crazy strong," another member said.

"Maybe just plain crazy too," a third remarked.

"I think I've had my fun with you," Gajeel grinned as he threw Natsu away behind him, "so get lost, scumbag."

"This can't be happening," Lucy said as she began to cry after about a minute of Natsu just laying there, "Natsu, get up."

"Hey, take a look at your guildhall," Gajeel jeered, "We're doing some redecorating."

Natsu slowly opened his eyes and saw a big purple-black sphere with arms bashing into the FT guildhall. He also saw a black speck hurrying towards them. He then widened his eyes as the guildhall came crashing down all of a sudden. Gajeel just let out a maniacal cackle while Natsu stared at what was his home. He suddenly flashed back to the day he first saw it.

 _"Whoa, this place is huge!"_ said young Natsu, " _so this is a wizard guild, huh?"_

 _"Yep, it's called Fairy Tail,"_ said younger Makarov.

 _"Hmph, that's a weird name,"_ young Natsu said.

 _"Yes, but you see,"_ younger Makarov chuckled, _"Nobody knows whether or not fairies have tails, or if they even exist. So, it'll forever be a mystery. Unless we try to find out, which could become an amazing adventure."_

 _"And our members are the ones who would want to find out,"_ younger Makarov added.

 _"I don't get it,"_ young Natsu said, _"but it sounds awesome!"_

 **Meanwhile, with Soron…**

Soron looked out at the guildhall with an open mouth and wide eyes while Jose sneered. Jose could take the chance to attack Soron, but he wanted to enjoy the sight for a while.

Soron flashed back to the first day he ever saw the guildhall. Soron had turned around to leave before something wrapped around his right arm and he was yanked in which made him fall on the floor. With a furious expression, he looked to see who had done that and saw that Natsu held Lucy's whip in his hand.

 _"The hell was that for?!"_ Soron had exclaimed irritatedly as he freed himself from the whip.

 _"You were just going to leave without getting a proper thank you!"_ Natsu had replied as Lucy snatched her whip back.

 _"Maybe I don't want to be thanked by a hothead like you!"_ Soron had said angrily.

 _"And maybe it doesn't matter what you want!"_ Natsu had said getting worked up.

 _"Enough!"_ yelled a commanding voice.

Everyone looked to see the owner of the voice and saw a short old man, who he now knew as Makarov. Makarov had white hair and a matching white mustache. He had worn an orange jacket with light blue cuffs, with a white t-shirt that underneath that bore what Soron had guessed was the guild's logo. He also had worn orange shorts, curled shoes, and a jester-like hat on his head that only had two of the flappy things. It was striped blue and orange. In his left hand was a wooden cane, which had a pink smiley face at the top of it. However, the old man appeared to not need it at all.

 _"What is going on?"_ Makarov asked each one of his guild members.

 _"Natsu yanked a guy in with Lucy's whip,"_ an onyx haired kid had said. Soron now knew him as Grey. The kid had the fairy tail logo on the left side of his chest, in blue. He was also just in his boxers.

 _"Grey,"_ Lucy had sighed, _"your clothes."_

Grey had then looked down and panicked as he danced about for a few seconds.

Makarov had looked at Natsu sternly before he homed his eyes in on Soron.

 _"So,"_ Makarov had asked walking up to Soron, _"what could make Natsu think it was a good idea to yank you inside the guild hall?"_

 _"I… uh…"_ Soron had said slowly, _"He thinks I have to be properly thanked…"_

 _"Why?"_ Makarov asked.

 _"He helped us take down a giant take-over wizard,"_ Lucy had said, _"and he carried the giant to right outside of Balsam Village for us."_

 _"Did he now?"_ Makarov asked before he grinned and held out his hand, _"I'm Makarov and the master of Fairy Tail."_

Soron then remembered some of the more recent times at the guild and away from it. He remembered when he rendered Natsu unconscious with just a punch, and when Makarov had convinced him to return to the guild after the guildhall had been attacked.

 **With Natsu…**

Seeing the guildhall destroyed had given him a small bit of energy and that's what helped him get to his feet. However, he didn't turn towards Gajeel just yet.

Not too long ago Natsu had punched a hole in a nearby piece of rubble in rage which had caused some pieces to fly from it.

 _"Dammit!"_ Natsu had shouted, _"They got Lucy! That means this entire war was pointless!"_

 _"Natsu,"_ Soron had said which had attracted his attention, _"It's not pointless. Just because we began this war to keep Lucy out of their hands and to get our revenge, doesn't mean it's pointless. We will keep on fighting till none of us are left standing, and even then we'll rise. You want to know why?"_

Natsu had just stared at Soron quietly.

 _"It's because we are members of Fairy Tail,"_ Soron had said, _"and we never give up! Even when we die, we'll fight. It doesn't matter if the enemy has any kind of victory because, in the end, we'll remain victorious. Lucy may be captured, but we WILL get her back! To do so, we have to use all of our strength! For me, it's inside my watch. However, for you it's dormant. Believe in yourself, Natsu. Find it. Find your strength and awaken it. For Lucy. For our guild. Do it now, Natsu! Show me! Show me you can surpass me in my strongest form! Only then will you be strong enough to save Lucy and the rest of Fairy Tail!"_

As soon as he remembered that speech, Natsu opened his eyes turned around.

"Natsu," Lucy said as she cried while Natsu walked slowly towards Gajeel, "Don't do this. Let's just give them what they want."

"Maybe if I just let them take me," Lucy continued, "They'll leave you alone."

"Lucy," Happy said attracting her attention. He had grabbed her with his tiny paw. "You know there's no way, he'd let that happen."

"Your guild hall's in shambles," Gajeel said as Natsu came to a stop in front of him.

"So," Gajeel continued as Natsu prepared to punch him, "How's it feel to lose?"

He immediately swatted Natsu right into a wall where he slumped to the ground and face planted.

"I can't stand watching this happen," Lucy sobbed into her hands.

"I'd stay down if I was you, Salamander," Gajeel said as he walked towards the slightly moving form of Natsu, "'cause I'm starting to get bored with all this holding back garbage."

"And it's not gonna be good for you," Gajeel grinned with red eyes glowing out of a shadow that had covered the top half of his face.

"Natsu took down Jupiter," Happy said barely holding in his sobs, "and he had to fight two of the element four. He used way too much of his magic power."

"If he could just eat some fire," Happy suddenly broke out into sobs, "He'd be strong enough to beat this guy!"

"So long, kid," Gajeel said as he picked up Natsu with one hand, "You reached the end of the line."

He then morphed his left forearm into a chainsaw sword.

"Just a moment," Sagittarius suddenly said, attracting Lucy and Happy's attention.

"It seems I didn't quite understand what you were asking me earlier," he continued with an arrow knocked, "When I arrived, you inquired as to whether or not I could shoot fire. And I answered that I did NOT have the power to do so. However, now I see that it's the fire itself that's important. It doesn't matter that I can't produce it myself as long as it is produced."

"This is it Salamander!" Gajeel yelled as he prepared to give a final blow, "The end!"

However, he was suddenly blasted to the side by a wave of fire. He had dropped Natsu in the process, and when he looked up he saw that a kid in a black long coat wielded a sword with a flaming blade.

What happened next was several arrows struck the machinery next to Natsu and a fiery explosion occurred.

"Nice job!" Happy grinned.

"You found a way to create fire!" Lucy gasped.

"Depending on the force one applies when shooting an arrow," Sagittarius explained, "and the trajectory that arrow follows, it's possible to pierce or shatter steel. Also, your black-attired friend helped with a fiery attack of his own."

"The both of you are getting in my way!" Gajeel shouted angrily.

Igrao just stayed quiet as he walked forward towards him. Suddenly, he ran faster than humanly possible and slashed at Gajeel. Gajeel widened his eyes and blocked just in time. Igrao moved so fast, that it was all he could do to block.

Igrao summoned a second blade, and this one had an icy aura around it. He began to slash much more furiously and faster as well.

"Faster," Igrao said to himself repeatedly. It also helped him attack even faster than when he began as well. However, eventually, he slipped on some rubble and fell backward.

"Ow," Igrao grunted as he banged his head on the floor.

"You're fast," Gajeel smirked, "but you're not that strong. Even with two weapons. However, you are an annoyance I could do without."

At that, he stomped down on Igrao's right lower leg breaking it completely in two. Gajeel's foot had also ripped the flesh and skin enough for the leg to no longer be attached. Igrao cried out in pain before Gajeel kicked him hard enough to send him into the wall behind Lucy.

Suddenly, the flames all flew up into the air and then back down towards Natsu. A slurping sound could be heard as Natsu ate the flames while getting to his feet. His belly bulged out impossibly big before returning to its normal muscled appearance.

"Just what I needed," Natsu said with a smirk, "Thanks a million, Lucy."

Lucy smiled and returned his thumbs-up, but Gajeel wasn't very happy. He was angry.

"Eat all the fire you want," Gajeel said as he ran towards Natsu, "You're still not gonna beat me!"

He then leaped intending to deliver a flying punch, but Natsu delivered a fiery uppercut before he could reach the Salamander.

"Alright!" Lucy cheered.

"Oh yeah!" Happy also cheered, "Natsu's fired up!"

Gajeel rammed into a giant piece of rubble which caused it to begin falling. The PL members began to panic upon seeing that.

"Levy," Natsu said quietly and angrily, "Jet, Droy, Lucy, Shuzy, Igrao, Gramps…"

"All my friends," Natsu continued much louder, "My guild, Fairy Tail."

 **"Iron Dragon…"** Gajeel yelled as he placed his hands over his mouth like a trumpeter would, **"Roooaaaar!"**

That caused loads of deadly metal dust to go spewing out towards Natsu, but Natsu deflected it without any damage to himself.

"He deflected my breath attack!" Gajeel gasped in shock, "and he did it with just his bare hands!"

"I don't know how many more people you need to hurt before you're satisfied," Natsu said angrily with his entire face covered in shadow and eyes glowing red, "but it ends NOW!"

"There's no way," Gajeel said in disbelief as Natsu began walking towards him, "I can't lose to him. It's impossible! He's nothing but fairy scum!"

"I'm gonna make you pay for what you did to my friends!" Natsu shouted with both fists engulfed in flames, "Messing with Fairy Tail is the biggest mistake you've ever made!"

* * *

I was really in the mood for this story today. I did this chapter in just half a day. I intend to work on the next chapter soon, but not today more than likely.


	11. Episode 11: Fairy Law and the Aftermath

Episode 11: Fairy Law and the Aftermath

The FT wizards all prepared to get back on the offensive yet again now that the sphere had begun breaking apart releasing the ghosts. The fact they had destroyed the guildhall merely enhanced the FT members' resolve.

"Those shades ain't slowin' down," Bisca said as she cocked her magic shotgun.

"So be it," Alzack said, "they may have destroyed our guildhall, but THIS FIGHT AIN'T OVER YET!"

All of the surrounding FT wizards cheered their agreement with that statement.

 **Meanwhile, with Natsu…**

"I'm gonna make you pay for what you did to my friends!" Natsu shouted as he punched his right fist into his left hand, "Messing with Fairy Tail is the biggest mistake you've ever made!"

"Ha," Gajeel shouted back as green light flared around him, "The only mistake I made, was NOT KILLING YOU SOONER!"

Gajeel then leaped into the air with his right fist cocked back.

 **"Iron Dragon: Hard Fist!"** Gajeel shouted as he prepared to punch Natsu.

However, Natsu delivered a punch of his own. Unlike before, his flaming punch was strong enough to shatter Gajeel's metal scales and skin.

 _No, it can't be,_ Gajeel thought in shock, _I'm the strongest!_

"You're through, Blacksteel!" Natsu shouted.

 **"Flame Lotus: Fire Dragon Fist!"** Natsu roared. Suddenly, he began punching Gajeel at speeds that rivaled even Igrao's dual-wielding flurry. There was absolutely nothing Gajeel could do as he was pummeled repeatedly.

"This is for Levy, Droy, Jet, Nab, Macao, Gramps, Soron, and LUCY!" Natsu shouted during his speed-filled punches. His last punch sent Gajeel flying a few feet away. As Gajeel crashed to the ground Natsu flung out his arms allowing flames to increase around him as he roared. However, he wasn't done yet.

"THIS IS FOR ATTACHING THEM AND DESTROYING OUR GUILDHALL!" Natsu roared as he delivered more punches to Gajeel.

That caused Gajeel to go flying out of the building and sent the castle's head careening into the water below.

"I can't believe this is happening!" exclaimed a PL wizard in both disbelief and shock.

"Gajeel's never lost a fight!" exclaimed another.

"Where is he?" Lucy asked concerned as Happy flew her through the air, "Natsu."

Sagittarius had willingly taken Igrao and Shuzy to safety. Lucy and Happy continued calling Natsu's name till Happy saw the hotheaded hero standing victoriously.

"You can't defeat me," Gajeel said weakly as he lay on a pile of rubble with bruises all over his body.

"Oh yeah?" Natsu said, "I think I just did."

As soon as he said that, he collapsed backward.

"He's down!" Lucy exclaimed as they got closer to him.

"Well," Natsu said as he looked up at her, "That was fun, but I think I'm gonna rest a bit."

"What a mess," Lucy said as she looked at Phantom Lord's castle, "Talk about overdoing it."

"Aye," Happy grinned, "That's Natsu for ya."

 **At the same time, with Soron and Jose…**

Soron stared enraged at Jose and balled his fists while Jose laughed.

"My," Jose said, "What an unruly dragon you have."

"He may be a hotheaded wrecking ball," Diamondhead said as he turned his hands into a bouquet of crystals, "but he's a resilient person. There's nobody else that I'd rather have at my side."

"He's not at your side though," Jose remarked with a raised eyebrow.

"Sounded better in my head," Diamondhead admitted.

"I'm sure it did," Jose said, "Just as I am sure that he's far more powerful than you. After all, he doesn't rely on a machine for his powers. However, that device has made you powerful enough to take me on and live this long."

 _Does he know? He can't. There's no way… is there?_ Soron thought to himself concerned.

"You have no magic," Jose sneered, "In fact, should I take that device from you you'll be at my mercy."

"Give it your best shot," Diamondhead said as he got into a stance.

"I shall," Jose grinned. He then sped forward at incredible speeds. Diamondhead immediately fired crystal shard after crystal shard at Jose, but they were dodged each time. Diamondhead could do nothing as Jose punched him in the gut. That sent him flying back through a wall.

"Your form may be durable," Jose said as he calmly walked after Soron, "but it doesn't stand a chance against me. It's just too slow."

"You're right," Diamondhead said as he unsteadily got to his feet, "and I guess that means I have to change."

He then went to slap the Megatrix dial, but his hand was suddenly grabbed by Jose who had sped over quickly.

"I don't think so," Jose said as he smashed the arm with one hand, "I can't run the risk of you turning into something that can take me down with ease."

Diamondhead tried to punch Jose, but his hand was caught and then ripped off along with his arm. Diamondhead let out a scream of pain as Jose used the crystalline arm to impale Diamondhead in the stomach.

 **With Erza…**

Erza had just slashed a phantom when she heard a scream of pain, and something told her it belonged to Soron. She immediately requipped and bolted through the air leaving the courtyard behind. She crashed through wall after wall till she had found Diamondhead. He was on his knees and Jose had Diamondhead's head in his hands.

Before Jose could decapitate Soron, Erza flew towards them and slashed down at Jose. However, Jose was quick enough to back away.

"Titania Erza," Jose said calmly as he looked at the busty redhead, "At last we meet."

"You alright?" Erza asked ignoring Jose.

"Oh yeah," Diamondhead snarked, "I'm just fine. It's not as if I was stabbed with my arm!"

"Put yourself together," Erza said.

"Not with this form," Diamondhead said as he did his best to get to his feet, "would you mind lending me a hand?"

Erza sighed and touched the Megatrix symbol. In a golden flash, Soron was a gelatinous being with a strange mechanic device hovering over him.

 **"Goop!"** soron said with a higher voice.

"Gross," Erza said a little revolted.

"I may be slimy," Goop said as he walked to Erza's side, "but I'm not smelly. That's Swampfire's thing."

"What a disgusting and yet amusing creature," Jose said as he looked at Goop.

"Yeah, well," Goop said as he tried to come up with a comeback, "Your mustache is lame."

Erza and Jose both raised an eyebrow at that.

"What?" Goop asked with a shrug.

"I'm surprised at you Titania," Jose said as he looked at her, "Associating yourself with the Fairy Tail morons, and frauds like him. You're as strong as me when you're at full power, and yet you choose to surround yourself with those less than yourself?"

"Everyone at Fairy Tail is equal… in their own unique way," Erza said sternly, "and that includes those without magic."

"That's debatable," Jose concurred as his gaze.

"You know what irritates me about Fairy Tail?" Jose asked.

"It's that so many powerful wizards like yourself," Jose said with angered eyes as he raised a hand at both Erza and Goop, "align themselves with Makarov."

Suddenly, he flicked a finger and Erza raised her eyes. Goop could if he had eyes, but he doesn't… not really. Erza was sent flying back, and goop was splattered everywhere.

"Since you can't be tempted to join Phantom," Jose said as purple-black energy built up in his fingertips, "There's only one way to change that."

He then fired the purple-black energy at Erza who was lying on the ground. However, she deflected each blast before taking to the air.

She landed on the ground and had to go airborne to avoid yet another blast. However, she couldn't evade all the blasts as she took one to the chest and was knocked to the floor.

"That'll send the old coot into deep despair," Jose said with his eyes glowing red and his head partially hidden in shadow.

"Imagine how he'll feel when he awakens to find his guildhall destroyed and his children dead and gone," Jose sneered.

"I know how he'll feel," said a voice behind Jose. Jose turned to see that goop had transformed into a man in a black long coat. That man was Krypto-man.

"I have seen that myself," Soron said as he balled his fists, "and I felt nothing but RAGE!"

He then blurred at Jose. Everything around him seemed to slow down, but Jose was equal to his speed. Soron and Jose traded blows with each other as they sped about. Soron rammed Jose's face into a wall, and Jose kicked Soron in the stomach before preparing to uppercut him. However, Soron blasted him with heat vision right into his knee. Jose cried out in pain as his knee gave way, but he grabbed Soron's neck in the process and slammed him down onto the ground.

"This form of yours may be the most powerful I've yet encountered," Jose snarled, "but not even it will be good enough to face me!

"Know this," Jose said as he began to squeeze Soron's neck, "I will make Makarov suffer before I kill him!"

Suddenly, someone slashed at him. However, Jose was no longer strangling Soron. He was a foot or so behind Erza who held the sword that went along with her Black Wing armor.

"Nobody that is a member of Fairy Tail or a friend will survive my wrath," Jose said as he looked at both Soron and Erza. The former was massaging his throat.

"Why does it matter so much to you that Fairy Tail is wiped out?" Soron asked as he stood up, "Ya know, besides the fact you're a dick?"

"My guild has always been at the top," Jose explained, "We have the most powerful wizards with the strongest spells. We also have more capital and more members than any other guild."

"However, recently," Jose said as he glared at the two FT members, "Fairy Tail has begun to catch up, and our position as leader is in jeopardy. The names Erza, Laxus, Mystogan became widely known, and stories of Salamander spread across the land like wildfire. Now Phantom Lord and Fairy Tail are considered equals. The top two guilds representing this kingdom."

"Ha," Jose added, "the thought disgusts me. I REFUSE TO BE ACQUAINTED WITH SUCH A FEEBLE GUILD!"

"All this because of your ego getting hurt?" Soron said disappointed, "man, you're such a whiny bitch. I thought you'd be one of the cool villains, but no. You're just having a tantrum because you're not numero uno anymore. So cliche and so boring."

Erza suddenly leaped towards him as she slashed, but once again Jose dodged.

"Krypto-man won't do for this," Soron muttered to himself as he slapped his chest again.

"So," Erza said angrily as she pointed her sword at Jose, "We're fighting for our lives just because you had a fit of jealousy?!"

"Jealousy?" Jose smirked, "That's absurd. We simply want to prove to the kingdom, that WE are the dominant guild."

"How could you?!" demanded Erza, "And for such a petty reason!"

She then leaped into the air and slashed multiple times, but Jose kept dodging the attacks easily.

Suddenly, Jose blasted her with black-purple energy. Her sword was sent flying and cackling tendrils wrapped around her before shocking her with magical electricity. She screamed in pain because of it.

"While I've never been particularly fond of your guild," Jose said calmly with his hand raised, "my distaste for you is not what triggered this war."

"We were hired by the patriarch of the Heartfilia family to find his missing daughter," Jose explained, "The child of one of the kingdom's wealthiest men is now in Fairy Tail."

"So Makarov's trying to buy his way into the top, isn't he?!" Jose added as he put more into the electricity.

"Now that your guild has unfettered access to the Heartfilia family fortune," Jose said with certainty, "It's only a matter of time before that happens."

"That is," Jose said as he sent another surge of electricity again causing Erza to scream, "If we don't completely wipe you out first!"

"Heh," Jose laughed before he saw Erza's expression.

"It's laughable how concerned you are with your guild's ranking," Erza said with anger and amusement, "but I'm incredibly amused with how misinformed you are about Lucy."

"What?!" Jose exclaimed.

"She came to us as a runaway!" Erza explained, "She doesn't have access to her family's fortune!"

"She rents a place for seventy thousand jewel a month," Erza continued as Jose stood shocked, "she works hard to make a living. She fights alongside us, she laughs with us, and she cries with us. She's no different than any other member of our guild!"

"And she's why we're at war!" Erza continued furiously before resuming a calm tone. "She may be the daughter of the Heartfilia family, but just as flowers don't get to choose where they bloom, children don't get to choose their parents!"

"You don't know anything about Lucy or the tears she has shed!" Erza shouted as she began pushing against the mystical tendrils.

"Well, I'll find out soon enough!" Jose stated as he applied more power to his magic. "I'm not going to hand her over to her father without reaping a benefit of some sort."

"I'll make her my prisoner until her father reaches my demands!" Jose continued. "I'm going to bleed the Heartfilia family of their fortune and their precious money-making businesses!"

"You!" Erza shouted as she struggled.

"I wouldn't keep struggling like that if I were you," Jose smirked as he conjured some more purple-black mystical energy which started sucking the life force out of Erza. "It's going to make this more painful!"

"You're not feeling very well," Jose sneered, "Are you dear?"

"You're gonna have to buck up," Jose continued insanely, "because it's almost time! You're going to make an appearance before your peers! Once they see their beloved Erza in such a pitiful state, they're sure to surrender to us!"

"Get your slimy tentacles off my friend," said a voice behind him. Jose turned around just in time to get punched in the face. He was sent flying into a wall, and Erza fell to the floor now that she was freed from the attack.

"Damn," Jose said as he stood while massaging where he was struck, "I forgot about you. Won't be making that mistake again."

"You may be able to severely harm Erza with your magical energy," said a crystalline being that was thinner than Diamondhead he stared at Jose, "but I doubt it'll work against me."

"I'll be the judge of that," Jose said before he blasted his magical energy at the crystalline creature. However, the creature just stood there and took the attack. To Jose's surprise, the creature was entirely intact.

"Here," the creature said as it held out a hand, "have some of your own medicine... refined and filtered of course."

Suddenly, a rainbow beam of energy blasted out of the creature's hand and struck Jose knocking him through a wall.

"Soron," Erza said in relief as she shakily got to her feet, "I was worried you had run away."

"Why?" Soron asked as he regarded her with his one eye, "because I got my ass handed to me twice?"

"When Erza didn't say anything, Soron sighed.

"You know me very little," Soron said with a serious tone, "so I'm going to say this once. I never abandon my people. Where I'm from, there's a saying. 'No man gets left behind' and then it became 'No person gets left behind' due to everything having to be politically correct and gender-inclusive. Point is, I'll never run away if at least one of us is physically incapable of leaving. Now, tactical retreats… that's another thing entirely."

"How long do you think you'll survive Jose with that form?" Erza asked to change the subject.

"No clue," Chromastone shrugged, "Not my favorite form, so I hardly use it. However, I reckon it's the best form to use against the jalapeno over there."

"He's not food," Erza frowned confused.

"Guess Jeff Dunham isn't a thing in this reality," Chromastone sighed.

Suddenly, a purple-black tendril of energy grabbed Chromastone and yanked him through the wall.

"Soron!" Erza exclaimed as she rushed to the hole in the wall. She saw that Jose was on a roof of a portion of his castle and Chromastone's neck was in his hands.

"Gajeel told me how to take you down," Jose sneered as he touched the emblem on Chromastone's chest. In a golden flash, Soron was back to his human form.

"How?" Soron asked shocked.

"He overheard Erza speaking to one of your forms about it," Jose said smugly, "and if he hadn't told me, I'm certain you would have won."

"However," Jose said, "that is not the case."

He then slammed Soron onto the floor and stepped on his chest to keep him there.

"I'm going to kill you slowly," Jose said with insanity in his eyes, "but first I'll make you watch as I kill Titania Erza: The Queen of the Fairies!"

He suddenly whipped out a purple-black tendril and wrapped it around Erza's neck. He sent waves and waves of magical electricity through the tendril into Erza making her scream in extreme pain. Soron could do nothing as he watched it happen. However, suddenly the purple-black tendril vanished as a bright light shone. Erza's armor was being repaired, but what caught their attention was where the light came from. Jose squinted at it unhappily as he saw Makarov descending through the air. Makarov wore a white and gold fur coat.

"You have shed the blood of children," Makarov said angrily once he landed on the roof, "and that is unforgivable. They have been made to suffer because of the incompetence of their parents. We are both to blame, Jose."

"This war between us," Makarov continued, "has gone on long enough. Let's end this, HERE AND NOW!"

"Master," Erza said pleased and relieved to see Makarov.

"Hello," Soron said with pain, "I'm kinda stuck under an idiot's boot. Any help would be nice."

"You're right," Jose agreed with Makarov, "and it shall end with your death!"

He stepped off of Soron and fired a purple-black tendril of energy. Makarov fired a blast of bright energy in return and stopped it in its tracks. Jose began walking forward, and Makarov did the same. However, neither stopped blasting their magic.

"All of you need to get out of here," Makarov said sternly as he glanced at Soron and Erza, "I've got this."

Soron realized that Makarov was right and turned to leave alongside Erza.

They encountered Grey, Elfman, and Mirajane who had woken up thanks to Makarov's light.

"Gramps!" Grey hollered.

"We'll stay with you!" Elfman put in.

"No," Erza said sternly, "We have to do as he says. We just have to trust that he'll be able to handle Jose."

"She's right," Soron said, "If we stay, we'll only be in his way."

"You survived this long against Jose?" Grey asked impressed. Elfman was also impressed. Mirajane smiled a relieved smile that Soron was still alive. They all then hurried off to put some distance between them and the two wizard saints.

"It's been six years since we last came face to face," Jose said a little calmer than earlier, "Then, Phantom was number one, and nobody knew how much Fairy Tail would become. Haha, but now it's been reduced to rubble."

"Our guildhall may have been destroyed," Makarov said angrily, "but we're strong as ever!"

"I must admit," Jose said, "I'm looking forward to this. Although it's frowned upon by the council, I can't wait to see who's the superior wizard saint!"

"I couldn't have done this without you, my children," Makarov said, "Bless you all. Be proud that you are members of Fairy Tail!"

Suddenly, lightning began striking around the castle and water was rising around it.

 **At the FT courtyard…**

The FT wizards looked on in confusion and fear at what they were seeing.

"What's going on?!" Alzack exclaimed as he held a magic revolver.

"The sky!" Bisca exclaimed.

"Watch out!" shouted another.

"We're shaking," said a fourth.

"It's an earthquake!" shouted a fifth as the ground shook.

 **Back with Makarov and Jose…**

Makarov and Jose continued blasting their magic at each other, and both of them got direct hits.

 **"Dead Wave!"** shouted Jose as he sent a gigantic blast of purple-black magic energy at Makarov.

That caused a shockwave that sent the water around the castle crashing around and wind blowing strong. When the dust settled he saw Makarov hadn't been harmed and was preparing another spell of his own. Makarov blasted Jose with a beam of bright white light.

"I'm impressed," Makarov said as he landed on a pile of rubble as they were now back inside the castle, "You've so much power at your command. I can see why the council named you one of the ten wizard saints."

"However," Makarov continued with disappointment, "You're misusing that power for your own personal gain. You could've become a role model for the younger generation. Instead, you've become a lesson in what NOT to do."

"What is this?" Jose asked bored, "A lecture?"

"I have a rule that seems to work well with my fairy tail kids," Makarov said, "I'll give you to the count of three to do exactly as I say."

Jose just groaned in annoyance.

"Kneel to me," Makarov said simply.

"What?!" Jose exclaimed.

"One," Makarov counted.

"So you want me to concede and kneel before you," Jose said amused, "No way in hell!"

"Two" Makarov said as he summoned a bright ball of energy between his hands.

"Why would the master of a dark guild in this kingdom ever stoop so low as to kneel before you?!" Jose shouted angrily as he summoned purple-black tendrils around him, "Technically we are equally powerful, but my ability to be heartless makes me even stronger!"

"Three," Makarov said as he made the light ball shine even brighter.

"You are the one who should be kneeling before me!" Jose shouted, "Now, you and your precious fairy tail children are going to DIE!"

"Times up," Makarov said as the light ball began shining brighter.

"This is it!" Jose said as he launched his tendrils towards Makarov. As they got closer to him, Makarov pressed his hands together which made the light ball shine even brighter. So bright that it destroyed the tendrils and began to remove all shadows from the room.

"I invoke," Makarov said quietly.

 **"Fairy Law,"** Makarov finished as he opened his eyes. A golden magic circle appeared in front of his left eye. It then formed above the castle before closing suddenly which made the light so bright than anyone in Magnolia would have to cover their eyes.

 **With Soron and co…**

Soron and Erza turned to look at the light, but Soron was more shocked by how bright it was.

Not even the sun is that bright.

"That's Fairy Law," Erza said.

"Huh?" Soron asked confused.

"What's Fairy Law?" Grey asked.

"A spell that vanquishes darkness with sacred light," Erza smiled, "It only affects those who the caster sees as their enemy. Incredible isn't it. It's one of the most legendary spells in existence."

 **With Jose and Makarov…**

Jose stood shivering with his clothes having faded in color and his hair had gone white. There was a look of utter terror on his face.

"You will never bother fairy tail again, understand?" Makarov said sternly.

"I'm sure the magic council will be watching the magic council after the chaos we've caused," Makarov said as he turned around, "You better be on your best behavior from now on."

"I know I will," Makarov added as he walked off. Unknown to him, Aria appeared and floated after him.

 _Our master has fallen. How sad. The old man's left himself open. This is my chance!_ Aria thought as he prepared to attack, but suddenly he was bashed in the face by Makarov's fist. Makarov had known Aria was there and stretched his arm to take out Aria.

"The war is over," Makarov said after Aria crashed into a remaining piece of wall, "There is no reason for us to fight anymore, but if you push me to the point of anger I'll wipe out your entire guild without hesitation.

"Now you kids get out of here," Makarov said with a much nicer tone as he suddenly looked back towards the air wizard, "and take Jose with you."

 **With the rest of the FT guild…**

Soron let out a genuine smile as he was relieved that the war with Phantom Lord was over.

 _We did it. We won, and with zero deaths on our side._ Soron thought to herself.

The FT wizards cheering quieted down when they noticed that Makarov had appeared at the edge of the castle.

"We are victorious!" Makarov shouted, "but I had very little to do with it. This victory is yours, my children!"

 **Later…**

Soron walked over to Shuzy and Igrao who were both on the ground. One with her back broken and the other with his leg dismembered.

"Man," Soron said as he looked at them, "They're in bad shape."

"Yeah," said Macao who walked up, "Surviving Phantom Lord wizards brought them over. Unlike most of them, these particular ones felt bad for their part in this war."

"So," Soron said, "Can this reality's magic heal them, or…"

"I don't know," Macao said grimly, "The only one who does is Porlyusica, but she doesn't like people in general."

"What about you?" asked Wakaba as he walked up, "Can't you use that time noble?"

"Timelord," Soron said immediately, "and no. It takes a lot out of me, and it doesn't reattach human limbs or fix spines."

"Oh," Wakaba said disappointedly.

Soron looked around and saw Erza talking to Mirajane and Elfman. For some reason, his chest hurt when he saw her. It wasn't a bad hurt either.

"She'll rip your heart out," Macao said when he noticed where Soron was looking, "She has rejected several people. There is plenty of other fish in the sea."

"Whoa whoa whoa," soron said quickly as he looked at the wizard, "I don't have a thing for her. How could I? I mean she's… she's…"

"Scary?" Wakaba suggested.

"What he said," Soron nodded.

"True," Macao smirked, "but you're not scared of her, are you? I'll be honest. You share the intimidation factor."

"He used to," Wakaba said, "but when I look in his eyes… I see loneliness and sadness."

"This is getting uncomfortable," soron said as he backed away, "I'm outta here, ya weirdos."

As soon as he turned around, he found himself face-to-chest with Elfman.

"Where do you think you're going?" Elfman asked.

"Away?" Soron suggested.

"A real man doesn't run," Elfman declared as he forcefully turned Soron around, "He faces his problems and embarrassing situations head-on!"

"Everyone!" Elfman bellowed attracting the entire guild's attention, "This guy here is the manliest of all of us!"

"Enough of your 'real man' nonsense Elfman," shouted a female voice.

"He has defeated two of the Element four all on his own!" Elfman boasted, "He has also fought Jose and survived!"

 _I'm gonna kill him. I'm gonna kill him. I'm gonna kill him,_ Soron thought to himself as he crossed his arms.

"Did ya now?" Cana asked impressed, "Nice job."

"Somebody's going to win the next S-class trial," remarked an FT wizard also impressed.

"I know who I'm rooting for in a fight against Fairy Tail's strongest team," said another.

"Okay," said Makarov as he walked up, "Enough. You can see she doesn't like the attention."

Reluctantly, the wizards stopped and turned their attention to where Makarov was looking. He was staring at the guildhall's ruins with sadness.

"It's in ruins," Makarov sighed, "They really did a number on it, huh."

"Master," said Lucy as she walked up, "I'm… I… I'm so sorry."

Makarov turned to look at her after he heard that, but it wasn't with disappointment or anger. It was sympathy and kindness.

"Ah child," Makarov said kindly, "You've been through a lot lately, but don't let it get you down."

"Yeah," said the voice of Levy who had gotten back to full health, "Let's see a smile, Lucy."

"Levy?" Lucy asked surprised as she turned to look at her friend.

"Yep," Levy smiled, "We're back."

"You're alright," Lucy said happily and still surprised.

"We beat phantom," Levy reassured, "So there's no reason for you to be sad."

"Sure they might've destroyed our guildhall," said Droy.

"But we're going to rebuild it even bigger and better," Jet finished for him.

"Oui," Reedus agreed.

"I'm sorry that we had you so worried, Lucy," Levy said.

"No," Lucy said, "It was all MY fault."

"We heard about your secret," Levy said reassuringly, "but there's not a single person in the guild who thinks you're to blame."

"She's right," Reedus spoke up as he scratched his head, "In fact, I owe you an apology."

"Lucy," Makarov said attracting her attention. He had turned back to the rubble. "Though we may not be able to share our feelings of happiness and sadness entirely, we do share them to some extent. That's what happens in a guild. One person's happiness becomes everyone's happiness, one person's anger becomes everyone's anger, and one person's tears become everyone's tears. There's no reason for you to feel guilty, so don't cry. You should already know how much everyone here cares about you."

"Hold your head high, my dear," Makarov continued as he looked back at her sobbing form, "because you are a proud member of the Fairy Tail family."

 _Man, she cries a lot,_ thought Soron dryly. Suddenly, Makarov also began crying. However, he had no real reason to and everyone was shocked. Of course, if they knew what was going on in his head they'd understand.

 **About a week later…**

They had started rebuilding and everything was quiet. Save for the usual squabble and construction work. Of course, the squabbling just made the construction take twice as long as it should. Especially with Natsu getting into fights with just about everyone. Shuzy and Igrao had to leave the active status of the guild due to their injuries, but they weren't about to leave their new family just yet. Soron was less broody, but he was still a bit of a jerk some of the time. He also glanced at Erza now and then. To help with the reconstruction, he had transformed into Four-Arms to deal with carrying heavy objects.

That was when the Rune Knights, the magic council's army, showed up.

"Oh boy," Wakaba said.

"Guess our secret's out, huh," Macao said

"Should I-" began Four-Arms.

"How much charge do you have on your device?" Elfman asked.

"I never really measured it," Four-Arms shrugged.

"Then it might be a good idea to revert to normal," Elfman said, "We'll hide the light as best as we can."

He then stood in front of him as Four-Arms slapped the Megatrix symbol on his chest. In a golden flash of light, Soron had returned to normal. His normal attire now consisted of a jean jacket with a red Fairy Tail emblem on the right shoulder, a red t-shirt, and jeans. His hair had also grown a little.

"Run!" shouted Natsu as he tried to escape, but the Rune Knights trapped him in a blue magic circle.

"Silly Natsu," Mirajane said amused, "You know there's no escaping the Rune Knights."

Once again, Makarov exploded into a crying fit much to their shock. The Rune Knights gathered everyone and took them to a military camp to interrogate them. Towards the end of the week, Soron was finally selected for interrogation.

 **Inside of an Interrogation tent…**

Soron sat on the opposite side of one Rune Knight as three stood guard. Sitting at one side of the table was a frog wearing clothes waiting to record.

"You've been with Fairy Tail, how long?" asked the Rune Knight interrogator.

"About two weeks," Soron shrugged, "To be honest, I don't know what day it is. No calendar back home."

"It's Friday," the interrogator said.

"Ah," Soron said, "Then definitely two weeks."

The interrogator nodded and wrote it down.

"What sort of powers do you have?" the interrogator asked.

"I can transform into various creatures," Soron said, "some humanoid, some not."

"What is your strongest form?" the interrogator asked.

"I call it Krypto-man," Soron said.

"I don't…" the interrogator said confused.

"It's a long story and I don't think you want to spend a lot of time listening to it," Soron said.

"What is your name?" the interrogator asked.

"Soron MacLeod," Soron said.

"That's a strange name," the interrogator frowned.

"I'm from a part of the country that is so remote that nobody except the occupants knows where it is," Soron said.

The interrogator looked at Soron for about a minute before jotting down notes.

"There's a story going around that you took out two of the Element four singlehandedly and lasted in a battle against Phantom Lord's master," the interrogator said, "Is it true?"

"You're afraid that I could be a threat to the council, aren't you," soron said in realization, "Well, they shouldn't worry. As long as they don't try to take out Fairy Tail, I'll have no reason to fight them."

"You didn't answer the question," the interrogator said after writing a note down.

 _Shit. Probably shouldn't have said that_ Soron thought.

"Yes," Soron said after a minute, "Yes, I did."

The interrogator gulped but gave no other visible sign of being unnerved by the info. After he wrote it down, Soron was escorted out of the tent and towards the rest of his guild.

 **Sometime later, back in Magnolia…**

The guild had gotten back to work on rebuilding the guildhall, and some were making stupid decisions. Specifically, Natsu. Not much of a shock, I know.

"Ha ha ha!" Natsu laughed as he held a ton of boards above his head victoriously. However, he soon fell to the ground with the boards landing on top of him not a second later.

"Oh, Natsu," Mirajane sighed as she looked over to see what he did.

"That's what you get for carrying too much, you moron," Grey said as he walked past with a board rested on his left shoulder.

"What'd you call me?!" Natsu shouted as he suddenly got to his feet.

"You got a problem?!" Grey asked as he bonked his head onto Natsu's and pushed.

"Yeah, I got a problem with your face!" Natsu said angrily as he pushed back.

"Cut it out, you two," said the voice of Diamondhead as they were both picked up, "or I'll slam you into the other."

"He started it!" Natsu and Gray shouted in unison.

"I did not!" Natsu and Gray shouted at each other again in unison.

Diamondhead sighed before ramming their heads together and throwing them onto the ground in a heap.

"Now you two going to get along?" Diamondhead asked as he crossed his arms.

Before Natsu or Grey could speak, not as if they could due to being dazed, Erza appeared in some construction clothes.

"Get back to work," Erza said sternly to Natsu and Grey, "We got a lot to do, so no more lollygagging!"

"Aye," Natsu and Grey groaned weakly.

"I wouldn't want to work for those two," said Droy from his position atop a crate.

"Did she requip into that outfit?" Jet asked curiously.

"Hey," Macao asked Soron as he walked up, "Don't you have a form that can do this quickly?"

"Sure," Diamondhead said, "but this way, it'll get Fairy Tail used to that water hag and the iron douchebag being one of us. That's what Makarov wants after all."

"I'd rather kick their asses," Macao grunted.

"Same," Diamondhead agreed.

"Ya know," Macao said thoughtfully, "The construction kinda…"

"Looks a little too big," Wakaba finished as he arrived.

"We figured we may as well expand the place," Mirajane said smiling as she held up a paper, "Look. I've got the plans right here."

"Oh, yeah?" Macao asked as he looked at her.

"I wanna see," Wakaba said doing the same.

"I liked it just fine how it was!" Natsu exclaimed as he got to his feet. He and Grey recovered quickly from Diamondhead bonking them.

"What's it gonna look like now?" Grey asked also standing up. It was a badly drawn picture with smiling animals and flowers on it as well.

"What the?" Macao said disappointed.

"Wow… that's uh…" Wakaba lied poorly, "looks great."

"Uh," Natsu asked confused, "so which way is up?"

"Man," Grey said as he looked closer, "These are the worst plans ever. What idiot came up with these?"

Mirajane stayed calm with her smile for a few seconds before she burst out into sobs.

"Now look what you did," Diamondhead said as he bonked Grey on the head while walking to Mirajane, "cold-hearted idiot."

"I didn't know it was her!" Grey exclaimed as he rubbed a bump that grew on his head.

"Hey," Soron said as he reverted to normal, "How about I take you away from the snowflake. Get your mind off his rudeness."

"That's nice of you to offer," Mirajane said as she sobered up a bit, "but I've seen how you look at Erza. You should make that offer to her."

"And get the cold shoulder?" Soron said, "I'd rather not. Besides, I have a feeling she's not emotionally available. Who knows she might never be. In any case, I was just offering as a friend."

"Then as friends," Mirajane smiled. He then walked away from the reconstruction alongside her.

Erza happened to look up just in time to see them walk off. She didn't know why, but she suddenly became unhappy. With a frown, she returned to transporting 2x4s.

 **Later, in town…**

Soron and Mirajane had found a spot on a hill to look over the city and just sat there. From there, the city looked peaceful as if nothing had ever damaged it.

"You've changed since you arrived," Mirajane spoke up as she bit into an apple. "I'm not complaining, but what caused it?"

Soron just stayed silent as he stared over the city. He knew she was right, and what caused it. However, he wasn't sure if he was ready to talk about it.

"You don't have to tell me," Mirajane said as she looked at him, "but keeping these feelings inside is bad for anyone. You need to tell someone."

Again, Soron knew she was right. With a sigh, he turned towards her.

"During the fight against Sol," Soron said with a serious tone, "He created a statue form of my dead sister."

"Her name was Sara," Soron said as he looked away. Unknown to him, she widened her eyes upon hearing that. "She always wanted me to be the kind of person Ben was. Ben is a dead friend. Killed by his most powerful foe. Anyway, she wanted me to be as merciful and heroic as him. I haven't been a good man for most of my life. I was always greedy, and maybe a little self-absorbed. I have killed a lot of times, and I could've saved that element guy, Sol, but I just let him die. However, I can't be who I was and honor her memory at the same time. I have to become better. The type of person she could be proud of."

"With a backstory like that, you're definitely a member of fairy tail," Mirajane said with tears streaming down her face. She was both sad and happy.

"Why are you crying?" Soron asked confused as he looked at her.

"Your story of your sister reminded me of my sister," Mirajane said as she looked away, "Her name was Lisanna and I'm pretty sure she would get along very well with yours."

"Was?" Soron asked.

"She died," Mirajane said before she went on to tell how she lost Lisanna.

 **After their chat…**

Soron and Mirajane got to their feet and headed back to town.

"Thanks for this," Mirajane smiled, "A nice quiet time away from the guild is good for one's sanity. I may find their constant squabbles as amusing, but still…"

"No judgment here," Soron shrugged, "They drive me nuts too."

"As they walked, Soron couldn't help but feel if he was being followed. He bid Mirajane goodbye and stopped at a newsstand to pick up a paper. However, even though he opened it, he wasn't reading it. Not far away, somebody was watching him. That somebody wore a white shirt under a red jacket and black jeans. Her hair happened to be blonde, and she was incredibly beautiful. However, her beauty was marred by bags under her eyes. She hasn't been sleeping much.

Soron then put down the paper and continued on his way down the street until he reached an alleyway which was hidden by passing people. He quickly ducked into it and waited. When that woman walked past, he grabbed her and pulled her in. He slammed her against the wall and stared at her sternly.

"Why were you following me?!" Soron demanded.

"I need your help," the woman said quickly.

"That doesn't explain why you were following me," Soron said.

"I couldn't risk sending out a request to Fairy Tail," the woman explained, "My people have been cut off from the world by a ruthless warlord. I only got away because he and his men are oblivious to women."

Soron looked in her eyes for any possibility of her lying, but when he could see she was truthful he let go of her and backed away.

"How can I help?" Soron asked.

"You're not going to ask what reward there would be?" the woman asked confused.

"I won't lie and say that a reward wouldn't be nice," Soron admitted, "but I'm trying to be more selfless."

"We need you to either convince the warlord and his men to leave or take them down," the woman said, "You can bring anyone you want to aid you, but you are who we need."

"Why me?" Soron asked confused.

"You were the one that took out that mad scientist who had taken over an isolationist community," the woman said, "At least, that's what we heard from a medic that passed through a couple of weeks ago."

 _Isdarg,_ Soron thought.

"When do we need to get there," Soron asked.

"As soon as possible," the woman replied, "It took me a week to get here."

"Okay then," Soron said, "Meet me at the Fairy Tail guildhall reconstruction site and look for Mirajane. She'll keep you company till I get there."

"Thank you," the woman said as she headed towards Fairy Tail.

 _Don't thank me yet,_ Soron thought as he walked along the sidewalk. He didn't know why, but he felt the perfect person to help with this quest was Erza. He also had a feeling that she wasn't at the soon-to-be guildhall.

* * *

I had to combine two episodes into one. I removed most of "my resolve" as I didn't feel like centering on Lucy. I don't know when I'll do episode 12, because I have to do an original story arc. Will also go into what Erza, Igrao, and Shuzy were up to before their arrival at Phantom Lord before Makarov was ambushed. Also, I won't be doing the story arc involving Loke's reveal as a celestial spirit. I know Ultimate10 did so, but that doesn't mean I have to include it. for him, he didn't like it. for me, It's just not memorable. Also, only one OC is left unharmed after the war with Phantom Lord. don't really have anyone to spare other than Isdarg Chabil, but I don't think he'd be best for that story arc.


	12. Episode 12: Depowered

Episode 12: Depowered

A man stood on a hill overlooking a village, and he smiled evilly at how he had successfully conquered it. The occupants barely put up a fight, but the ones that did had ended up with their heads on spikes facing the town itself. He had his men place them all around the town because he wanted to ensure that they'd stay subservient and passive. He scratched his right hand as he turned towards his camp. He headed straight for his tent and grabbed a bowl of soup as he passed the cooking pot. He immediately sat down at a table and ate his food while looking over a scroll. Once he was done, he rolled the scroll back up and took his bowl to the washing area where he placed it with other dishware needing to be cleaned.

"Sir," said a voice to his right. The man turned to see a person wearing a green sleeveless shirt, blue shorts, and green running shoes.

"What is it?" the man asked.

"Our scouts have confirmed than Fairy Tail's newest take-over wizard is on his way," the guy said as he held up a crystal which showed an image of Soron and Erza on a train next to a blonde woman in a red jacket.

"Excellent," the man grinned evilly. "They shall be here tomorrow by the looks of things."

"Zeetsi," the man said as he turned away.

"Yes, boss?" replied a big buff man in a fur vest and a fur loincloth.

"Our prey will be here sooner than expected," the man said with a serious tone, "You know what to do."

"Yes sir," Zeetsi said as he hurried off towards the woods.

"Everyone," the man said as he looked around, "Get some rest. We're going to need it."

 **Meanwhile, on the train…**

Erza and Soron sat across from one another next to a window. The blonde woman was asleep as it was nighttime. Erza was looking out the window, and Soron was looking at Erza. As Soron kept staring unflinchingly, Erza kept glancing at him without turning her head. After the tenth or eleventh time of glancing, she turned her head to look at Soron with annoyance.

"What?" Erza asked irked.

"I was just trying to think of the many possible explanations for why you were late to the assault on the phantom pricks," Soron replied.

"Oh," Erza said relieved. "Why'd you stare at me like that though?"

"I'd rather stare at something beautiful than something dark and dismal," Soron replied.

 _He thinks I'm beautiful?_ Erza thought confused. _No. He has to be lying. That's what men do._

"Go to hell," Erza said angrily as she clenched her fists.

 _All I did was compliment her,_ Soron thought confused. _Why is she acting this way?_

Erza promptly returned her gaze to the window while Soron flicked through his transformations in boredom. The silence lasted for half an hour as neither of them said a thing. However, during that time Erza had relaxed and began to feel bad for saying what she said. She will never admit it of course.

"I had acquired a mission from the master," Erza said breaking the silence. She turned her head toward Soron as Soron looked up.

"That doesn't-" began Soron.

"I wanted to see what Shuzy and Igrao could do," Erza interrupted. "This mission was the perfect opportunity to do so."

"Oh," Soron said. "What was the mission?"

"The master had received info of some sightings," Erza replied. "Before you joined Fairy Tail, I had enlisted Natsu and Grey to help me take down a small dark guild. They were led by a man named Erigor who planned to use ancient dark magic. Specifically, a magical flute. If it was used, it could've destroyed all of the guild masters as they had gathered for a meeting. Natsu managed to beat Erigor while I was stuck behind a tornado wall. One of Erigor's crew managed to take the flute and get to the location of the guild masters. However, the master managed to convince him not to use the flute. Unfortunately, the flute had a mind of its own. It grew into a gargantuan size."

"You and the other two managed to take it down," Soron said. "Only the logical conclusion as you're still here."

"Anyway," Erza continued. "The sightings were of Erigor. We had followed the sightings to the magic council's city. However, once we had heard of the attack on fairy tail we had to abandon the mission."

"Next time," Soron said. "I'll help you deal with Erigor."

"Why?" Erza asked confused. "Why would you offer?"

"You were trapped behind a tornado wall," Soron said bluntly. "I won't take the risk of him taking you down. You're too important."

 _Too important?_ Erza thought uncomfortably. _Does he mean that he cares about me more than just a guild-mate and friend?_

"Important to who?" Erza asked for clarification.

"The guild," Soron said as he looked away. "What else could I mean?"

 _That's a relief,_ Erza sighed.

 **In the morning, with Soron and Erza…**

Even though Erza had agreed to go on this mission with Soron, she had been distant with him. Soron found it strange. Especially since they chatted on the train, but he figured that she'd let him know why whenever she felt like it. However, ever since they had gotten off the train he'd been getting a bad vibe concerning that strange woman he'd talked to in Magnolia. She even had a nervous expression. Of course, one could reason that it was due to the fact she was closer to her home than she had been for a week. Whatever the case, Soron was going to keep his guard up.

They walked silently down the path towards that woman's village, and it was uncomfortable. However, nobody spoke to break it. With a sigh, Soron figured he may as well break the silence himself.

"How long till we arrive?" Soron asked.

"Soon," the woman replied after a few seconds.

 _The tone she used… something isn't right,_ Soron thought as he eyed her suspiciously. Erza happened to see his intense stare and frowned a little before falling back a few paces. Soron noticed that in the corner of his eye, but it didn't matter much at the moment. Especially, since he heard the sound of something whistling through the air.

"Hit the deck!" Soron shouted before he leaped to the ground. Erza immediately followed suit as what looked like a net attached to javelins impaled two trees. The blonde woman was slow to react, and so she was grazed by the javelin. She screamed in pain as she tried to reach for the cut in her back.

Soron got up and hurried towards her as she collapsed onto the ground. He immediately turned her over so her back was facing the sky. When he saw the cut, his eyes widened. The wound had become blackened and the skin around it was becoming blackened quickly.

"Damn," said a voice as heavy footsteps got closer. "I missed."

Soron looked to see a giant with a huge crossbow in his hands. He glared at the giant intensely, and so did Erza as she came up beside Soron.

"Help… me," the woman said weakly as black veins appeared on her neck.

"Sorry," the giant said unapologetically, "but the poison has no cure. I should know. I made it."

"You… bastards… promised," the woman trailed off as she faded into unconsciousness.

Soron clenched his hands angrily as he slowly stood up, and Erza summoned a sword into her right hand. However, she elected to stick with her Heart Kreuz armor for the time being.

"You monster," Soron snarled. "She was working for you, and you're killing her!"

"This was a trap?!" Erza exclaimed as she looked between Soron and the woman.

"Of course," Soron said coldly. "There's no way a warlord would let one of his captives go. Also, she was extremely nervous. So nervous that it was obvious she was less nervous than she was worried. I noticed that as soon as we got off the train."

"Oh," Erza said as she blinked twice.

"You're smart," the giant said as he dropped his crossbow to the floor and pulled out a knife. "However, can you fight as well as you use your brain?"

Before Soron could respond, the giant swung down at him. However, Erza got in the way and blocked the big knife with the flat of her blade.

"Go," Erza said as she thrust upwards knocking the giant back. "I'll deal with this one. You go deal with the assholes responsible for this."

Soron looked at her once before he nodded, and ran down the path.

"You think you can take me on?" the giant laughed as he stepped back.

"Of course," Erza said as she grabbed the sword handle with her left hand. "I have fought the master of Phantom Lord myself. If I can take him on, then you're a piece of cake."

"Comparing me to a wizard?" the giant said no longer laughing.

"I am NOT amused!" the giant shouted as he suddenly slashed at her. However, she parried the attack and struck a blow herself. That caused the giant to stumble backward in pain due to her attack. However, his wound healed almost immediately.

"I am much more than a wizard!" the giant growled, "I am a Titan! I'm the brother of Ouranos herself! Try as you might, you will not win!"

 _This isn't going to be as easy as I originally thought,_ Erza thought grimly.

 **With Soron…**

As soon as Soron arrived just outside the village, he noticed that it was pretty much silent. Nothing made a noise except for a swing's chain when the wind pushed it, but he assumed that the villagers were staying indoors due to the rotting heads that had been placed on spikes at the entrance. Suddenly, he felt a stinging feeling on the left side of his neck. He moved his left hand to it and felt something odd. When he pulled it off and looked at it, he saw that it was a dart.

"Oh son of a bitch," Soron said before he collapsed onto the ground into unconsciousness.

When he woke, he saw that he was tied to a chair and several men stood around him. They also happened to have weapons in their hands, and that more than likely meant they were there to make sure he didn't do anything.

"You're Fairy Tail's newest take-over wizard?" asked a voice. Soron looked back to his front and saw someone in a hooded cloak coming closer. "I have to say… I'm not impressed. You were said to be the strongest take-over wizard Fairy Tail had, and you were said to be able to handle your own without your magic. Yet, here you are. Tied up and at my mercy."

"So," Soron asked slowly. "Who am I going to have the pleasure of beating up today?"

The figure laughed with genuine amusement, and several of his men chuckled as well.

"Pardon my manners," the figure said as he removed his hood revealing an evil face with fairly spiky white hair. He also had black eyeliner. "My name is Erigor, and I'm the leader of this merry band of misfits and outcasts."

 _Erigor?_ Soron thought. _That's the guy Erza was tracking. So this is what he looks like. Not very impressive._

"What are you guys supposed to be called? The Loser Guild?" Soron said looking at each of them.

Erigor frowned at that and responded by punching Soron hard in the gut. The punch was harder than he expected as he lost his breath entirely. Erigor then punched Soron in the face ten times before he calmed down and stepped back.

"Insult us again," Erigor said darkly, "and I will make you suffer so much, you'll beg for death."

"Man," Soron said with evident pain, "you're very easy to offend. Lighten up. Seriously. Being that uptight isn't good for your health."

"I warned you," Erigor said as he grabbed Soron by the jacket collar. "Now, you're going to suffer."

"You sure about that?" Soron asked as he raised his hands.

"What the?" Erigor said confused. "How?"

"Easy," Soron smirked. "A contortionist taught me how to escape bindings."

He then headbutted Erigor which forced the man to stumble backward. Without a second to lose, he slapped his hand down. However, when nothing happened he looked down to see that his Megatrix had vanished.

"What the hell?!" Soron exclaimed. "Where's it-"

"You mean this?" said a familiar voice. Soron turned around to see that crazy alchemist he had beaten a while ago standing there. On his left wrist was the Megatrix.

"You," Soron said angrily. "You should be in that magic prison by now. How are you-"

He stopped speaking as soon as he remembered the chat he had with Erza on the train. The last place she had tracked Erigor was the magic council city. Erigor must've freed him.

"Erigor freed you," Soron stated. He finally noticed all of the strange symbols on each of the necks of everyone in the room save him and Erigor.

"He freed all of you," Soron realized.

"Yes," Erigor said. "All so we can take down Fairy Tail. Starting with you. Fairy Tail's strongest take-over wizard."

"You're a take-over wizard at all," the insane alchemist walked forward. "Your powers came from this device. I don't know how, but when I figure it out… I'll have the strongest chimeras I've ever created at my command."

"Time to die," Erigor said as he raised his hand. He clenched his fist and the air in Soron's lungs immediately began to vacate. As Soron began to fall, he leaped at the insane alchemist to get his watch back. However, all he managed to do was brush his fingers on its faceplate. As Soron fell unconscious, they all smirked victoriously. Unknown to all of them, a blue swirling portal appeared near to Soron as golden energy left the Megatrix and entered Soron's mouth. They hadn't noticed it because the insane alchemist had placed the watch into his side pocket, and the alchemist was at the rear of the group.

 **Meanwhile, with Erza…**

Erza panted heavily as she stood with cuts and bruises on her person. Her hair had been messed up a lot too. However, the "titan" was as pristine as ever.

 _Damn. He's right. I can't beat him alone. It's impossible!_ Erza thought as she began to doubt if she could win. She then shook her head to get rid of those doubts.

 **"Requip!"** Erza shouted and in a flash of pink light, she changed into black armor with silver trimming. It had silver crosses in several places, a revealing silver-edged breastplate with plates flanking her hips that reached down to her waist-guard. The waist-guard didn't cover the front of Erza's body at all. Her groin was covered by a dark imbuement. On her legs were large plates that guarded them. She had two wings that had black metal "arms" that acted as the wings' leading structure. However, the parts used to fly were composed of a membrane-like material. Erza's hair was now tied in a ponytail. In her hand was a much curvier sword.

"Interesting," the giant said not impressed. "So, you can requip into other armor as well? I guess that makes you Titania Erza: Queen of the Fairies."

"Yes," Erza said as she brandished her sword, "and I will not lose to the likes of you!"

She then flew up into the air and slashed at the giant. The giant parried her sword before grabbing her and sending her crashing through trees. The giant watched with a bored expression as the trees fell. However, it wasn't but a second later when Erza came back at a speed he didn't expect and stabbed him in the chest. She removed the blade and flew back to the ground as she watched the giant fall. She gave out a sigh of relief as she turned around thinking he was dead, but when she heard a crashing sound she turned around slowly. When she did, her eyes widened in fear. The giant's chest had healed completely and his skin was turning into stone.

"You actually managed to wound me," the giant said impressed. "As your reward, you get the honor of seeing my true form!"

As his skin finished turning to stone cracks appeared and a fiery orange color emanated from them. His hair became nothing but flames, and the plant life around him immediately started burning in flames due to the sudden heat the "titan" was surrounded by.

 **Meanwhile, back in Magnolia…**

Igrao was getting more and more irritable the longer he couldn't become active. Ever since he had been crippled, he was forced to stay indoors and to not be as active as he used to. Shuzy was worse off than he was, and so she was twice as irritable. After her back had been broken, she was wheelchair-bound while Igrao could walk around with the help of crutches.

One day, Shuzy had rolled herself in front of a window to watch what was going on outside of their house. Said house had a coffee table, couches, a comfy chair, and vases full of plants in the living room. They had separate rooms for them to sleep, but not far from each other. They were also stuck on the bottom floor, so they had no idea what was upstairs. As Shuzy looked out the window, she saw a man in a white coat with the universal medical symbol turn towards their house.

 _Oh great,_ Shuzy thought to herself grumpily. _They sent yet another person to check on us._

When she heard the sound of knocking on her door, she slowly rolled herself towards the front door to open it. Once she had, she regarded the man coldly.

"I told the last one," Shuzy said bluntly after a second. "We're fine."

The man just stared at her in confusion, before he registered the fact she was in a wheelchair.

"Oh," the man said quickly, "I'm not here to check on you."

"Sure, you're not," Shuzy said skeptically.

"I'm looking for a friend," the man said with an urgent tone. "Can you help me?"

Shuzy just stared at him for a few seconds before deciding he wasn't bullshitting her.

"Depends," Shuzy sighed. "What's his name?"

"He goes by the name of Soron MacLeod," the man said.

"Soron?" Shuzy said perking up upon hearing the name. "I know him. From what my brother said, Soron just went on a mission alongside Erza Scarlet."

"Was a blonde woman with them?" the man asked suddenly.

"Yeah," Shuzy said slowly.

"Damn. I got here too late," the man said dejectedly.

"What do you mean?" Shuzy asked.

"That blonde woman is leading him into a trap," the man explained.

 **Later, at the Fairy Tail guild hall…**

The medic man, whose name is Isdarg Chabil, came to a stop in front of the guildhall. He looked at it as he had never seen it before. Not long after Soron and Erza left, the guildhall had been completed. Natsu, Grey, and Lucy had gone off to do some mission about the same time as Soron and Erza so the constant fighting caused by Natsu had hastened the reconstruction. Isdarg's attention was quickly grabbed by the front doors opening.

"Hello?" said a beautiful white-haired woman.

"I have some terrible news concerning Soron MacLeod and Erza Scarlet," Isdarg said as he wanted to get it over with.

"What?" Mirajane asked with concern.

"May I come indoors?" Isdarg asked.

"Yes," Mirajane said as she headed back inside towards where Master Makarov was. "I think the Master should hear whatever you have to say as well."

"Who is this, Mirajane?" Makarov asked.

"This man has news concerning Erza and Soron," Mirajane said. According to him, it's of the terrible variety."

"Please sit," Makarov said as he gestured towards a chair. "Tell us everything you know. Start from the beginning."

 **Two weeks ago…**

Isdarg Chabil had been walking for days, and he was getting exhausted. Ever since he met his new friend, Soron MacLeod, he hadn't been able to scrounge up any food, and the water has been pretty much unavailable. Almost all of the fresh clean water sources he had found were in use already. Generally by dangerous monsters. However, today was his lucky day. A village was in sight, and it looked to be an active village as well. Seeing the village prompted him to stumble his way to the gate where he collapsed.

Fortunately, three citizens walking nearby saw him and hurried to his location.

"Is he alright?" asked one of the two women.

"Don't look it," replied the man as he knelt next to Isdarg.

"He looks like he hasn't eaten in days," said a blonde woman in a red jacket.

"Let's get him inside," said the man as he carefully and slowly picked Isdarg up.

 **A day later…**

Isdarg slowly opened his eyes and blinked a couple of times to get the gunk out of his eyelashes. Once he could see clearly, he pushed himself into a sitting position and looked around. He was in a fairly empty room. In a corner, a trickle of water was pooling into a bucket. The trickle came from the roof which looked to be made of straw.

"Jurizi!" shouted a woman's voice from the doorway. "He's awake."

Isdarg looked at the woman and saw green eyes attached to a freckled face. The face was attached to long light orange hair. She wore pretty basic clothes. Neither primitive nor modern. Think 1800s in America.

"On my way, Puhar," a male voice said.

"Don't ye worry," the woman now known as Puhar said kindly. "The husband should be bringin' you some water and food."

Isdarg merely nodded as he felt that it was too much of a risk to speak up. Especially, since his throat was as dry as a bone and his stomach ached. The ache was nothing compared to the electroshock torture, of course.

When the husband named Jurizi arrived, Isdarg immediately accepted the tray of food and the glass of water.

"Once you've eaten," Jurizi stated. "You're gonna be answerin' some questions."

"Jurizi," Puhar said looking at him with disappointment.

"We don't get many folk 'round here," Jurizi said while Isdarg ate. "Ain't nothing personal. Just have to make sure you're not from one of them guilds. They're the only ones that ever show up. Not even the magic council's soldiers come through here."

Once Isdarg had finished his food he gave a content sigh. As he set the tray on a nearby wooden table next to the straw and fur bed, he looked up at them.

"What's your name?" Jurizi asked.

"My name is Isdarg Chabil," Isdarg replied.

"What do ya work for?" Jurizi asked.

"The people," Isdarg replied.

"What do ya mean?" Jurizi frowned confused.

"I'm a freelancer," Isdarg explained. "I heal whoever pays me enough, but when I can I heal people for free. I try not to take jobs that take money from the poor. The wealthy are fair game, though."

"Ya heal folk?" Jurizi frowned. "Does that mean you're a preacher?"

"No," Isdarg said patiently. "I'm a traveling doctor… well, as close as a doctor you'll find around these parts. In reality, I'm a medic. I can't heal people as well as actual doctors, but I do my best."

"I don't…" Jurizi trailed off completely lost.

"I'm not religious," Isdarg said bluntly. "I heal people for money, and because its the right thing to do."

"Only the gods heal people," Jurizi said matter-of-factly. "Everyone knows that."

"Not according to the rest of the world," Isdarg replied.

Jurizi looked like he was about to speak up, but when Puhar touched his right bicep he closed his mouth.

"Go read the daily script," Puhar said kindly.

"Yeh," Jurizi agreed. "I'll go do that."

Once Jurizi had left the room, Puhar walked in and closed the door.

"I'm sorry about mah husband," Puhar said as she leaned against the closed door. "He's very religious. His entire family has been so for generations. His brother's the local priest. They can't comprehend any miracles that weren' the result of prayin'."

"What about you?" Isdarg asked with a raised eyebrow.

"I dabble with magic hear and there," Puhar said with a guilty expression. "Jurizi can't know about it though. Otherwise, I'll be exiled for life. Just like mah sister was, but at least she can visit as she ain't married yet."

"I use magic too," Isdarg said. "I use it to heal people. I'm still learning though, so I have to be back in school at the end of the month if I'm going to graduate from medical school."

"Shouldn' you be there now?" Puhar asked confused.

"Some students are lucky enough to be able to go out into the field as their final lessons," Isdarg explained. "Not everyone survives. Even those that survive don't always graduate. If they fail, then they have to start from the very beginning all over again. Ten years' worth of learning everything you know just to become a pencil pusher."

"Sounds rough," Puhar remarked.

"It is," Isdarg nodded. After a couple of minutes of silence, Isdarg stood up and looked at Puhar gratefully.

"Well," Isdarg said. "It's about time, I continued my way. Thank you for everything."

"Before you go," Puhar said as she looked at him guiltily. "Can you heal mah brother-in-law?"

"I'm not sure the people here will let me," Isdarg frowned. "Especially, his family."

"They pray constantly," Puhar admitted. "They refuse to even accept help from my sister who brought back some sort of tool that could cure him."

"Then I can't do anything," Isdarg said empathetically. "Without their consent, my hands are tied. In the first year of med school, we learn that our would-be patients' desires always come first. Unless they're delusional or there's a much more sensible older relative around."

 **Back in the present…**

Isdarg stopped telling his story so he could take a drink and Mirajane was looking bored while Makarov was looking irritated.

"When do Soron and Erza come into this?" Makarov asked.

"I was just getting to that," Isdarg replied as he lowered the glass of water.

 **Back at Puhar's house…**

As Puhar opened her mouth to speak, the ground suddenly shook as if something heavy had just crashed. Isdarg immediately opened the window shutters next to the door and widened his eyes. Flames and smoke were everywhere, and standing in a crater was a giant with a crossbow on his back. The village's citizens tried to get away from it, but people suddenly appeared and grabbed them all.

"There's no need to fear!" shouted a man descending to the ground slowly. It was almost as if the air itself were under his control. "As long as you cooperate, there'll be no deaths this day or any days after."

"What do you want?!" demanded a blonde woman in a red jacket.

"No," Puhar whispered with sudden concern.

 _That woman must be her sister,_ deduced Isdarg.

"I want you to lure Fairy Tail's strongest take-over wizard here," the man said as he looked at her. Isdarg felt uncomfortable because he couldn't see the man's face under his hood. "You do that, and everyone will get out of this alive. You fail… well, you can see where I'm going."

"And if I get the magic council instead?" the woman asked as she crossed her arms.

"Kill one of them," the hooded man ordered the giant. With a sadistic sneer, the giant grabbed one of the nearby women and crushed her to death in one hand. When he opened his hand, there was nothing but goo and bone fragments. That caused the blonde to stumble back a step in horror.

"That is what will happen," the hooded man said calmly. "Now do as you're told!"

The blonde immediately bolted from the village, and the gang of killers and psychos all laughed as they pushed the citizens in random houses and locked the doors.

 **Back at the Fairy Tail guild hall…**

Mirajane dropped the beer mug she was cleaning as she gaped in horror at Isdarg's tail. Makarov on the other hand, merely took a sip of his small glass of alcohol before he hopped off the bar counter.

"Master," Mirajane said with a shaky tone. "We have no one to spare to help them."

"Yes we do," Makarov said with a furious expression as he looked at her. "Me."

"Master, you can't go," Mirajane said with a worried tone this time. "You should rest."

"I am fully recovered from Aria's magic siphon spell," Makarov said with a kinder expression. "You can thank Mystogan for that."

"Even so," Mirajane said worriedly.

"Erza and Soron require aid," Makarov said sternly. "I will not leave them to their own devices during a crisis such as this. I have no choice but to go. They are members of Fairy Tail, and that makes them family."

At that, Makarov left the building with an enraged expression on his face.

 **Back with Soron…**

Soron gasped awake as his lungs filled with oxygen once more. He pushed himself onto his back and sat up. When he did, he saw an African American man in an outfit strange even for this reality. He also had the oddest hairdo he had ever seen.

"Who the hell are you?" Soron asked as he slowly stood up.

"I am known by many names," said the man calmly as he stood up. "In this reality, I am known as Ankhseram. In others, I'm known as Mar Novu or The Monitor."

"Judging by your demeanor," Soron said slowly, "I can see that you're not one of the nutbags that had just left me to die."

"That is correct," Ankhseram replied. "In fact, I restored life to you."

 _I died?_ Soron thought before he asked, "Why?"

"There is a crisis coming," Ankhseram replied calmly. "The multiverse's best chance of survival lies with you and many others."

"What crisis?" Soron asked confused.

"Something is coming," Ankhseram replied. "Someone far more powerful than myself."

"I take it you restoring my life has a catch," Soron guessed. "That catch is, you want me to fight that being for you."

"That is correct, Orgha," Ankheseram replied. "However, to do so you need to become what you once were once more."

"My name isn't Orgha," Soron said.

"It was in your first life," Ankheseram said as he moved his fingers causing a blue portal to pop out a golden key and a fob watch.

"I am handing these to you because they will help you in the years to come," Ankhseram continued as Soron caught them in both of his hands. "Open the watch, and you shall remember."

"Remember what?" Soron asked.

"Your forgotten truth," Ankhseram answered cryptically as he was swallowed by a swirling blue portal.

 _Well, that's specific,_ Soron thought sarcastically.

He looked down at the golden key in confusion before he put it in his pocket, but when he looked at the watch he became mesmerized by it. It was as if it was beckoning to him. He could even hear a voice. It sounded like an older man that sounded like he came from the U.K.

 _"Not yet,"_ the voice said. _"Don't open the watch until you have no other option."_

* * *

I had to involve this story in an upcoming crisis on infinite earth's story I'm going to make. I know Ankhseram is NOT the Monitor, but I couldn't think of any other role he'd fit in for this particular reality. also, it seemed fitting to me. The Monitor is a god, and Ankhseram is the god of the Fairy Tail lore. I apologize for the lore change. I added a new species to the story as well, but for all we know titans existed in the world of Fairy Tail long before humans.


	13. Episode 13: The Man in the Box

Episode 13: The Man in the Box

Soron headed toward the tent exit and peeked outside. He saw that the campsite had been abandoned, and high in the sky he could see things flapping. Those things weren't normal creatures at all. They looked like a cross between a dragonfly and a hamster. That loony scientist made those to help them leave the village. Especially, since they got what they were after… more or less. Suddenly, he heard a scream. He immediately ran toward where the scream had come from. It came from the road he arrived at the village on.

 _Hang on, Erza!_ Soron thought as he ran as fast as he could. _I'll be there soon, so just hang on!_

When he got there, he saw the giant holding the limp unconscious form of Erza in his left hand. Her armor was almost entirely gone. Her breastplate was destroyed which allowed her firm breasts to be seen, and her long smooth legs were visible as well.

"You put her down, right now!" Soron yelled enraged.

"You're still alive," the giant said as it looked down on him.

"Didn't you hear me?!" soron yelled. "I said PUT HER DOWN!"

"Make me," the giant sneered. "Turn into your strongest form and make me put her down."

Soron could only ball his fists in rage.

"Nothing?" the giant said coldly. "Then don't you DARE presume to tell me what to do, you little insect."

 _"Open it, NOW!"_ said the voice from the fob watch.

Soron pointed the watch at the giant and opened it. As golden energy hit the giant in the head, Erza fell from his grasp. Soron immediately closed the watch before he hurried to catch Erza. Before the giant could fully recover, Soron turned around and pulled out a bracelet. He attached it to his left wrist. As the giant turned to look at Soron, a hard-light bow materialized in Soron's hand.

Soron drew back on the bowstring and a hard light arrow appeared. However, before he could fire the arrow he heard a cough.

"It won't work," Erza said faintly. "He's a titan. One of the oldest creatures to roam Earth Lad. The giant will just heal."

"Not from this," Soron said darkly before letting the arrow fly. The giant tried to block it with his hand, but it ended up going straight through his palm and right into his heart.

"How?" the giant said as he fell to his knees. "How could a human kill me, a Titan?"

Soron didn't even answer as the giant turned into stone before crumbling. Soron immediately faced Erza and knelt next to her.

"You're safe now," Soron said with a calmer expression. "Come on, let's get you somewhere safer."

Erza didn't even push him away as he picked her up and carried her to the village. She was too weak to do so, after all.

 **Meanwhile, with Erigor…**

Erigor had been flying in the air for several minutes with his allies following close behind on their disgusting mounts. He was less than thrilled to have those things nearby, but he had to admit that they had their uses. He didn't like that crazy scientist much, but he knew that he'd have no chance taking Fairy Tail out of the equation without his unique… skills. He was jerked out of his thoughts as he felt something heat up in his pocket. With a frown, he pulled out a crystal that was glowing. It was so hot that he dropped it. Fortunately, it exploded about ten seconds later.

 _The titan is dead,_ Erigor thought as he glared ahead. _Dammit. Our heaviest hitter is down, so we'll just have to use more tactics than brawn._

 **Back with Soron…**

After a chat with the locals, Soron was allowed to borrow one of their houses for Erza's recovery. As Erza slept, Soron busied himself with helping the locals fix their village. Especially, since he was indirectly the cause of Erigor taking them hostage. He also felt responsible for that blonde woman's death even though that wasn't his fault. After he was finished helping, he settled with standing guard over Erza. He had an overwhelming urge to keep her safe, but he wasn't ready to admit to himself why he felt that way.

One day when he was busy cleaning some dishes after having a meal, there was a knock on his door.

"Who is it?" Soron called.

"It's me," said the voice of Makarov. Soron immediately dropped what he was doing and rushed to the door. Upon opening, he saw Makarov standing there with concern and anger on his face.

"What brought you here?" Soron asked a minute or so later as he sat down at the dining table.

"A traveling medic informed us of a trap laid out for you," Makarov replied as he sipped his water.

 _Isdarg,_ Soron thought.

"Now, tell me," Makarov said with concern. "How is Erza?"

"She's still resting after nearly being killed by a titan," Soron replied.

"A titan…" Makarov said thoughtfully. "Where is it now?"

"Dead," Soron replied calmly. "I shot an arrow into its heart."

"The magic city council won't like to hear that," Makarov said grimly. "They decreed that any creatures like him should be preserved."

"I don't care," Soron said coldly. "It was about to kill Erza."

Makarov took notice at the conviction in Soron's voice but didn't say anything. He too felt the same, but as Master of Fairy Tail, he can't admit them publicly.

"Why an arrow?" Makarov asked after a few minutes of silence.

"My watch was stolen," Soron said gritting his teeth angrily.

"What?!" Makarov exclaimed as he jumped to his feet. "It could destroy the entire continent with just one of your aliens!"

"Don't you think I know that?" Soron asked.

"Then why aren't you doing something about it?!" demanded Makarov.

"I can't fly," Soron said bluntly.

"That might be part of it," Makarov said as he calmed down. "However, I doubt that it's the full reason."

Soron didn't say anything, but he did glance in Erza's direction as he sipped his water. Makarov noticed that, and he couldn't help but respect Soron's choice to stand guard over Erza as she recovers. With a sigh, Makarov sat down and rubbed his face.

"What's that?" Makarov asked as he noticed a metallic disk on a nearby shelf.

"What?" soron asked with a frown.

"That disk thing on the shelf," Makarov pointed towards the fob watch.

"I don't know," Soron shrugged. "All I know is it helped me save Erza. That's all that matters, really."

"Who exactly stole your device?" Makarov asked.

"That nutcase I stobbed a couple of weeks ago," Soron replied. "An old enemy of Erza's was with him."

"Who?" Makarov asked with narrowed eyes.

"Erigor," Soron replied.

Makarov clenched his fists before relaxing as he sighed.

"Let me guess," Makarov said exhausted. "He's going to attack Fairy Tail as retribution for last time?"

"Pretty much," Soron nodded.

"Looks like I have to leave again," Makarov said as he stood up. "How long should I expect to wait for you?"

"I don't know," Soron replied. "Erza hasn't woken up for about three days."

"Then I guess we're on our own," Makarov said.

"If I don't arrive in time," Soron said seriously. "Don't hesitate to destroy my watch."

Makarov only nodded before he hopped off the table and left the house. Soron sat still for about a minute or so before he finished his water and put the glasses in the sink. As soon as he did that, he heard a wheezing groaning sound coming from outside the house. With a confused frown, he opened the door and looked around. Suddenly, an object started appearing in front of him. It was a blue box and had the words _Police Public Call Box_ written above the doors.

Soron could only blink in confusion as he had never seen anything like it before. He was shocked out of his stupor when the door opened and someone popped their face from behind the door. That person was a beautiful brunette woman.

"You almost materialized around a local, Doctor," said the brunette.

"Really? Looks like I need to start working on my landing again. Don't want any pudding brains mucking about in the Tardis, after all," said a Scottish voice from inside the box. Sounded much further than it should be too.

"Don't mind him," said the brunette as she stepped out. "He's just ticked cause someone accidentally sent a space-worm falling into a black-hole."

"Wha… how…" Soron stammered utterly baffled.

"Are you alright?" the woman asked concerned as a grey-haired man that looked like a magician stepped out of the box.

"Of course he's not," said the man. "We materialized right in front of him. His primitive mind can't handle what he saw."

"That was rude," the woman said irked.

"I'm not the nice one, remember," the man said rolling his eyes. "That was always the bow-tie wearing idiot."

"Is that why you keep me around?" the woman asked. "So I can be nice for you?"

"Exactly," the man said

"When exactly are we?" the woman asked as the man looked around.

"Judging by the local architect-" began the man before he stopped all of a sudden.

"What is it?" the woman asked.

"Something's wrong," the man said as he looked around. "Something is very very wrong."

"What's the matter, Doctor?" the woman asked.

"There are medieval village houses before us," the man said as he looked back at her. "However, I can taste electricity in the air."

"Maybe lightning struck?" the woman suggested.

"Normally, I'd come to the same conclusion," the man replied.

"If not lightning, then what?" the woman asked.

"Question," the man said. "When does lightning usually strike. Answer: When it's raining."

"Yeah, so?" the woman asked.

"Look around you," the man gestured around. "Are the trees and grass glistening? Is the dirt road you're standing on, mud?"

The woman widened her eyes as she came to a realization. Nothing around them had any indication of being rained on.

"No," the woman said as she took in her surroundings. "Then why is there electricity in the air?"

Soron finally came to accept what he saw as real and looked between them.

"Who the hell are you two?!" Soron exclaimed before the man could answer her.

"I'm Clara Oswald," the woman smiled. "And he's the Doctor."

"Doctor Who?" Soron asked confused.

"Just the Doctor," Clara said.

"Are you from Blackpool?" Soron asked as he felt the accent was familiar.

"Yeah," Clara replied. "What about you?"

"Somewhere far away," Soron said as he gestured toward the box. "I'm sorry, but what is that thing?"

"That's a 'none of your business' box," the Doctor said as he pulled out a metallic object from his coat pocket.

Soron watched as the object's bulb lit up green and a warbling sound emanated from it.

"Nothing," the Doctor said grumpily as he put the device away. "The sonic didn't detect a thing."

"Why are you two here?" Soron asked. "Where did you come from?"

"I don't know and it's complicated," Clara replied.

"Okay," Soron said. "Well, if you two could just leave that'd be nice."

Clara opened her mouth to speak, but Soron just headed back toward his temporary house. However, as Soron opened the door the Doctor immediately stared into the house. Before Soron could close the door, he was pushed aside as the Doctor entered. He picked up a digital clock from a shelf, but immediately put it down as he widened his eyes. He was looking directly at the fob watch. He turned toward Soron with an expression of pure rage.

"Where did you get that?!" the Doctor demanded angrily as he rammed Soron against the kitchen counter and pointed at the watch. "Tell me now!"

"Doctor, get off him!" Clara demanded as she tried to pull the Doctor off him.

"That is no ordinary fob watch," Doctor said. "That's timelord technology. It's not from this world, so where did you get it?! Who did you kill for it?!"

 **With Erza…**

Erza's eyes her eyelids open as she woke up. She felt better than she had three days ago, but she still felt a little weak. However, it was enough she could wake up. As she pushed herself into a sitting position. She heard a loud thud and a very angry voice. She was wearing absolutely nothing as not even her default armor was on her. That indicated her mana still had to recharge. She felt vulnerable, so she grabbed the nearest thing she could find which was a fur coat. She grabbed a cane that leaned against a wall and walked toward the door. She opened it slowly and widened her eyes. Soron was pinned against the wall by an old man and a brunette woman stood by the door staring at Soron suspiciously.

"Get away from him, now!" Erza said as loud as she could muster. Clara and the Doctor looked at her, but the latter returned his attention to Soron.

"Tell me or I'll cram your lady friend's stick so far down your throat-" the Doctor said angrily.

"Some guy with a weird hairdo and even weirder dress gave it to me, alright?" Soron said irked.

"What was his name?" the Doctor asked calmer.

"According to him, he's had many," Soron replied.

"What did he call himself?" the Doctor asked. "Was it-"

"The Monitor?" they said in unison. The Doctor stepped back and sat down in a chair.

"What's a Monitor?" Clara and Erza asked in unison.

"He's a cosmic being," the Doctor replied as he pulled out a holo-tablet. "I've been researching him for years, but found absolutely nothing each time."

"He said that a crisis was coming," Soron said as he slowly sat down.

"He said the same to me," the Doctor replied. "He also told me that I couldn't fight it alone. What else did he say to you?"

"Something far more powerful than him was coming," Soron replied. "He handed me that fob watch and-"

"This," Soron said as he produced the golden key.

"Why would he give you those?" the Doctor asked.

"I don't know," Soron replied as he put the key into his right thigh pocket. "He said they would help me in the years to come."

"You're not a timelord," the Doctor said. "You would've been able to fight me off if you were."

"That golden key…" Clara said slowly. "That's a tardis key, and a tardis key goes to a tardis which is only flown by timelords."

"So?" the Doctor asked.

"What about the watch?" Clara asked. "It's Gallifreyan, I get that. However, with that in mind… there's one thing I need to know. What is its function?"

"That watch…" the Doctor explained. "Can be used to change a timelord into another species and alter memories to something requested. An incredibly painful process, I should know."

"Why would he hand those two things to me?" Soron asked. "I may be from Gallifrey, but I have a human body. Always have, always will."

The Doctor looked at Soron suddenly before he pulled out his sonic and pointed it at him. Erza was about to attack, but when she saw that all it did was produce a noise she stayed her hand.

"You're definitely human," the Doctor said as he put his sonic away.

"I'm a Gallifreyan with a human body, yes," Soron said patiently.

"No," the Doctor said.

"What do you mean 'no'?!" Soron exclaimed.

"Gallifreyans' don't get human bodies," the Doctor said. "The Gallifreyan DNA always takes precedence. Even with human-timelord babies. It is physically and biologically impossible for you to be Gallifreyan."

"I am the last son of Gallifrey," Soron said angrily. "I was sent far away from the planet before it exploded. My pod crashed on Earth! I remember it all!"

"Then your mind has been altered!" the Doctor shouted angrily. "Because the only other way you can be a Gallifreyan with a human body is if-"

He then came to a realization. An impossible one.

"You can't be," the Doctor said before he grabbed the fob watch.

"Open it," the Doctor said as he tossed the fob to Soron.

"I don't feel like it," Soron said.

"That's because there's a perception field on it," the Doctor said. "It doesn't want you to even see it even though you can. Now open it."

"Why are you telling him what to do?!" Erza demanded.

"I have a theory," the Doctor said. "An impossible one, and there's only one way to find the answer."

"What theory," Soron asked.

"If I'm right," the Doctor said, "and I usually am, you'll find out soon. Now, open the watch!"

Soron didn't move for a few seconds, but eventually, he pressed the button and the fob watch opened. Suddenly, golden energy streamed from the watch and straight into Soron's head. Soron widened his eyes as images began popping up in his mind.

"Soron!" Erza exclaimed as she rushed toward him.

"No," the Doctor said as he held her back. "Don't interfere, or the process will end badly."

 **Meanwhile, with Erigor…**

Erigor stood on top of a cliff overlooking Magnolia City and he let out a smirk. Soon he would release his men into the city, and they would do what they do best. Cause mayhem. That would prompt the Fairy Tail flies to come out of their holes to stop them. That's when the scientist's abominations would come into play. Once he was certain the weaker flies were dealt with, he would fly in and use that wrist device the scientist stole from the take-over wizard.

"Tell the men to ready themselves," Erigor said to the man standing right behind him. "We attack at dawn."

"You do know that none of us are as interested in taking on the strongest guild?" the man asked. Erigor was tempted to suffocate the man there, but he had a point.

"Any of the weaker fairy tail women can be kept as pets along with civilian women," Erigor replied without looking back. "The city's riches too. I have no interest in money or women."

There was no reply, but Erigor could tell that the man was content with Erigor's offer as he could hear his footsteps retreating.

 _Soon. Soon my revenge will be achieved,_ thought Erigor evilly.

 **Back with Erza…**

Erza could only watch as the Doctor held her back. Internally she was screaming because her most loyal friend who killed for her was becoming the victim of some strange magic. Of course, she had no way of knowing that it wouldn't kill him. However, he wouldn't remain the same man she had grown to trust.

"What is happening to him?!" Erza demanded.

"He is remembering who he was before," the Doctor replied calmly. "He is returning to the man he was."

"He's perfect as he is!" Erza said angrily.

"I'm sure he is," Clara said quickly. "However, if you were him wouldn't you want to know the full complete truth of your past?"

"No!" Erza shouted. "I would rather it stay forgotten!"

Suddenly, the golden energy stopped entering Soron's head and silence ensued. All three watched quietly as they waited for something to happen. Impossibly, Soron appeared to grow older. His eyes became darker, angrier, and his hands balled. Slowly, Soron turned to look at them before he stood up.

"Why'd you make me remember?" Soron asked calmly.

"I needed to know," the Doctor said as he released his grip on Erza.

"Know what?" Soron asked as he stepped forward. "If you were right?"

"I hate not knowing things," the Doctor said as he backed up. He didn't know why, but Soron was beginning to scare him. "Don't you?"

"It wasn't your right!" Soron said before he punched the Doctor in the face. The Doctor stumbled back a few steps. "Why couldn't you consider that I changed my memories for a reason?!"

The Doctor only looked away as if he was guilty, and everyone could tell that the Doctor did consider it.

"You selfish bastard," Soron said shakily. He was about to charge at the Doctor, but he was stopped when Erza touched his shoulder.

"Don't," Erza said calmly. "He's not worth it."

"Leave at once," Soron said as he turned away. "I don't want you around anymore."

"There's a reason we are here," Clara said as she stepped forward. "We can't leave till we find out what it is."

"Even after we do," the Doctor spoke up. "We're not going anywhere."

"What?" Soron asked as he turned back toward him. "What the hell do you mean by that?!"

"I mean that we can't go," the Doctor said rolling his eyes. "The Tardis runs on the universe, and we're not in my universe anymore. We're in an alternate reality! She's dead!"

"Not if Mar Novu was involved," Soron said bluntly.

"How could Mar Novu be involved?" Erza asked.

"He's a cosmic being that can travel the Multiverse," Soron said rolling his eyes. "He shows up, and then three days later a Scottish magician shows up. You do the math."

The Doctor looked up at that, and then bolted out the door toward his blue box.

"Doctor, wait!" Clara shouted as she ran after him. A few seconds later, a wheezing groaning sound could be heard coming from outside. Soron picked up the fob watch and put it inside his pocket. Suddenly, he felt a burning sensation in his right thigh pocket. He reached in and brought out the golden key. He widened his eyes before he ran out the door just in time to see a red box materialize. It looked just like the Doctor's except for the fact it was… well… red.

"Hello, again old friend," Soron said as he rubbed his hand on the door. "I never thought we'd see each other again."

Erza walked out of the building just in time to see Soron enter the red box. Curiously, she hurried to the box and followed him in. She widened her eyes. She now stood in a room that was far too big to fit inside that red box. She immediately bolted out of the room and walked around the box before getting back inside.

"It's… It's…" Erza said shocked.

"Did I say you could follow me?" Soron asked irked as he fiddled with the controls. However, Erza didn't hear him as she looked around. In the middle was a glass cylinder with an orange crystal inside and random controls around it. There were lights above the entrance that made a circle around the room. They were also moving in a circular motion. Above the cylinder were circular objects with strange writings on them. Ice pillars were extending from the floor and touching the portion right above the circular objects. There was a stairway that led down, a stairway that lead to a hallway, a door across from the entrance. A hat stand stood next to the entrance.

"It's bigger on the inside!" Erza finally blurted out.

"Yes," Soron said impatiently. "It is. Now, why don't you turn around and leave my ship?"

"Why are you acting like this?" Erza asked as she turned her attention to him.

"Because I've got things to do," Soron said coldly. "None of them involve you."

"You're lying," Erza said as she stepped toward him.

"No, I'm not!" Soron shouted.

"Yes, you are," Erza said with a serious expression. "You're lying because you know that if you tell the truth there'll be a higher chance of me staying."

"Bullshit," Soron grunted.

"You're afraid that if I stay I'll end up dead," Erza continued. "I know this, because… I felt the same way before Lucy joined Fairy Tail. For a long time, I refused to have a team. All because I didn't want to risk losing any more people."

"You're right," Soron said no longer cold. "However, in my case it's true."

"Don't say that," Erza said. "Of course it isn't."

"It is!" Soron shouted. "I have had countless friends, and I've watched every single one die! They were all my fault! If you stay, then you will die. I don't know what I'll do if I see another person that I…"

"I don't know about the humans where you're from," Erza said kindly as she stepped forward. "But, in Earth Land humans are of much hardier stock. I'm not going anywhere."

"Fine," Soron sighed as he fiddled with the controls. "The wardrobe is down those stairs, at the end of the hallway turn left and continue down till you reach a corner. Go right and to the end of the hall where a stairwell is. Go down the stairwell, and you'll reach it."

"Uhhhh," Erza said unable to follow that. Soron rolled his eyes before he flipped a switch and a compartment opened up.

"Here," Soron said as he handed her a disk. "This will take you to the thing you want most, which I'm betting are clothes at the moment."

"What is it?" Erza asked as she looked at the disk.

"It's a compass," Soron said as he returned to the controls. "Don't lose it. It's literally the only one of its kind. It was made for me by the Jarl of Svolterra 5, and given to me upon the date of his death."

 _Ooookay,_ Erza thought as she tear-dropped. _Now he speaks gibberish. I guess I'm going to have to get used to it._

 **At dawn, with Erigor…**

Above the newly rebuilt and redesigned Fairy Tail guildhall floated Erigor. He signaled for the attack to begin. On his wrist was the watch stolen from the take-over wizard, but he didn't want to use it just yet. He watched as some creatures that were the cross of an ice bear and a frost ghast crashed through the front door. Unsurprisingly, they were sent flying right back out of the guildhall. Fairy Tail flies immediately rushed out of the guildhall and looked up at him.

"Listen to me Fairy Tail flies!" Erigor shouted with a maniacal grin. "Today is the day of your reckoning!"

Their only response was to throw a barrel of alcohol at him. He widened his eyes right before it hit him in the face. The collision knocked him out of the air and onto the ground below. As he slowly got to his feet, the Fairy Tail flies surrounded him.

"A real man gets his hands dirty," said a behemoth of a man with spiky white hair.

"You're in for it now," said a man in a long coat.

"Oh, am I?" Erigor sneered as he held up the watch. They all backed up with surprise and fear on their eyes.

"It's vengeance time," Erigor said as he activated the device. He was enveloped in a golden flash. Once the flash ebbed they looked at Erigor and standing in his place was a purple giant in golden armor.

"You're big," said the white-haired man. "Let's see what you got!"

The white-haired man morphed his arm into a beast's arm and punched, but Erigor caught it easily. Erigor clenched his fist which broke the man's arm, and it was like breaking a twig.

"Is this your strongest wizard?" Erigor asked disappointed. "Hand me Salamander!"

"Natsu's not the strongest wizard," said a smug voice. "I am."

Erigor looked to see a spiky blonde-haired man walking forward. He had earbuds with spikes on them, and a long coat on. Erigor wasn't very impressed, because he didn't look like much. Suddenly, the man blasted lightning at him. Erigor just stood there and let it hit him. Everyone gaped as Erigor was unharmed.

"Pitiful," Erigor said before he grabbed the man by his head and began to crush it.

"Get your hands off my grand-son!" shouted an elderly man from behind him. Everyone turned to see Makarov standing there with his fists clenched. Erigor widened his eyes and dropped Laxus. He could feel the magical energy coming off of Makarov, and it was bigger than anything he had faced before.

Makarov took a couple of steps forward but stopped as something blasted down at the group. The ground exploded and sent everyone flying off including Makarov. The only one standing was Erigor. He looked up at who blasted them with a raised eyebrow. It was the alchemist. He sat astride a crystalline flying stingray.

"I had this handled," Erigor said irked.

"Not with Makarov conscious," the alchemist said bluntly. "Even in that strong form, you're no match against a Wizard Saint."

Erigor just grunted as he looked around at all the unconscious wizards. They had been encased in the same crystal that Diamondhead uses. There's no way for them to fight back now.

"The Salamander isn't here," Erigor said as he turned away from the guildhall. "Do what you wish."

As Erigor walked away, the alchemist ordered all of the flying beasts to prepare an attack. One of the flying beasts was a combo of a Jokustar, a Vaxasurian, and a bird. The creature opened its mouth and prepared a blast of massive emerald energy.

Erigor had only made it a few steps before he heard a wheezing groaning coming from behind him. With a frown, he turned to see a red box appearing out of nowhere. Just as the creature let loose it's energy blast, the box finished materializing and took the brunt of the attack. As the dust cleared, Erigor widened his eyes. The box had survived the blast. The door opened and someone he thought dead walked out. It was the take-over wizard.

"We meet again Dr. Chimera," Soron said calmly to the alchemist.

"How is this possible?!" the alchemist exclaimed. "Erigor killed you himself! I saw it!"

"I guess god isn't quite done with me," Soron said before he turned his attention to Erigor.

"Erza, you deal with the lunatic," Soron said as the Queen of Fairies herself walked out of the box back in her default armor. "I'm going to retrieve my property."

"Agreed," Erza nodded as she summoned a sword.

Erigor didn't say anything as Soron walked up to him with a calm expression. Erigor balled his fists as he prepared to fight, but Soron didn't do the same. Erigor punched at him three times, but Soron dodged each time. That only made Erigor angrier.

"Fight back!" Erigor shouted as he bashed down with his hands clasped. However, Soron only jumped backward unscathed.

"Why won't you fight?!" Erigor demanded.

"I'm no idiot. I know I can't outfight you," Soron said calmly.

"Then run," Erigor said as he punched again. However, this time Soron spun around the arm and jumped. Before he landed, he managed to slap the megatrix symbol. A golden flash later, and Erigor was back to normal. He was so shocked by what happened that Soron was able to remove the watch from his wrist.

"I don't need that to kill all of you!" Erigor shouted as he floated into the air as Soron put the Megatrix back on his wrist.

"If your wind magic was that dangerous," Soron said unimpressed. "You wouldn't have planned to use Lullaby. You would've just charged."

"I killed you once," Erigor shouted angrily. "I'll do it again!"

Suddenly, the wind began to pick up and they were surrounded in a tornado prison.

"Now," Erigor grinned victoriously. "You're locked in here. With me."

"No," Soron said as he turned the Megatrix dial. "It's you that is locked in here with me."

Erigor frowned and bolted right toward Soron, but he had to cover his eyes when Soron was enveloped in a golden flash of light. Suddenly, Erigor felt something grab him by his neck and when he looked up he saw a red four-eyed and four-armed being.

"You really screwed the pooch now, windbag," Four-Arms said before he punched Erigor in the stomach with two of his lower fists. As Erigor gasped, Soron threw him into the air. Erigor was so in pain that he couldn't do anything as Soron grabbed him again.

"You like flying so much?" Four-Arms asked. "Here!"

He then threw Erigor into Alchemist and sent them both down to the ground. Four-Arms looked to see that all of the creatures had been dispatched. Once again, Erza destroyed Dr. Chimera's headgear with her sword.

"Good job," Erza said impressed. "No damages this time."

"He was a piece of cake," Four-Arms replied as he slapped his chest and changed into Diamondhead. "Now, for something harder."

"How is it harder?" Erza asked.

"Those crystals are a combo of neuroblasts and Diamondhead's crystals," Diamondhead said as he touched the ground. "I may have to destroy the ground to connect with the crystals and overtake the neuroblast energy."

Erza just watched as the ground suddenly cracked and shuddered as crystals popped out. They didn't stop until they touched each of the crystals encased around their guildmates. After a couple of minutes, all of the crystals vanished and their guildmates were freed.

All of them attempted to get to their feet but collapsed instead. Only Makarov was able to stand.

"Good job," Makarov smiled as he stared at Soron and Erza. However, his smile was immediately replaced with anger.

"NOW FIX THE GROUND!" Makarov shouted before he stormed back toward the guildhall. Occasionally, jumping over gaps in the ground.

"So much for no damages," Erza tear-dropped as Soron returned to normal.

"AND GET THIS RED BOX AWAY FROM MY GUILDHALL!" Makarov shouted back to them before slamming the guildhall entrance doors shut.

* * *

I know some of you may be asking "why did he retcon his main OC's backstory?" Well, here's my explanation of that concerning it. I don't see it as retconning anything concerning the implied explanation. Erza will have to get used to a lot of things now that Soron is a pure Timelord. She will also have to get used to his new personality. Pretty much the same as before, but much more guarded. He's even less likely to let anyone through the walls he put up now that he remembers everything. Also, I could use some suggestions as to what his timelord name could be. I want it to be something that fits with the word "Who" as "Doctor" does. I can't use "Professor" because that's already claimed by someone I know. I don't want him to have a military title as a name, law enforcement titles as a name, etc. give me something that is similar to "Doctor" but is new. Also, he won't kill anymore now that he remembers who he is. for very similar reasons the Doctor has. He will have moments of cold-calculated actions that lead to a person's death like with Solomon the Trader from DW S7 during the 11th Doctor era and with the 9th Doctor when he allowed Cassandra to explode. This is the end of Season 1. There will be an 8-episode long special for it, however. After that, you will have to go to AO3 aka Archive of Our Own for the rest of the series. Much easier to find story series on there compared to here since writers on there can put a "playlist" of their book series. The season 1 special won't come out for a long while. I still have to finish other stories in preparation for the Crisis on Infinite Earths story I plan to do, and that will take even longer to be written. I might not do many stories that prepare for the crisis event, but I will involve 3. One minor and two major. this one and another will be major. Sherlock: The impossible Case will be minor.


	14. Tower of Heaven Part 1

Tower of Heaven

Part 1

It has been a couple of days since Erigor's group attacked the Fairy Tail guild at their hall and Fairy Tail's Strongest Team was having a blast at a beach. They were glad to be able to finally relax after the threat of Phantom Lord & Erigor's group. The only ones not there were Erza and Soron. They had vanished at some point, and nobody knew why. However, the entire guild believed they'd return. Erza is one of the most loyal members and would never abandon them. Right now, Lucy was screaming with glee as she used an underwater creature to pull the rowboat or surfboard she was on really fast. Natsu happened to be right behind her on the boat/surfboard… and was, of course, hating every second of it. He was doing his best to not spew whatever meal he had the day prior or earlier this morning.

"Lucy," Natsu moaned. "Let me off this thing!"

"This was your idea in the first place," Lucy smiled.

Grey, Happy, and Juvia, on the other hand, were having fun playing Volleyball. However, it was pretty much one-sided as Grey was the only one really into it. Juvia was doing her best to not accidentally hurt Grey and Happy… well, Happy's a cat. All of them were in their swimwear… even Happy for some reason.

 **In the Time Vortex…**

The TARDIS console room shook as it flew through the vortex, and Soron was having the time of his life. Erza, however, was less than happy. She had never had to deal with such a bouncy vehicle before. It was so bouncy she had to hold onto the TARDIS's rail that was on one side of the control pillar.

"Can't you do anything about the shaking?" Erza almost complained.

"Sure, but why should I?" Soron smirked. Soron had pretty much returned to the personality Erza had gotten to see before that strange gray-haired man showed up. However, she could still see the pain and anger in Soron's eyes. It was at the same level as it was after Soron's real memories before his life as Soron MacLeod returned.

"Because, if you don't," Erza warned with her usual glare. She didn't even finish her threat, because she knew she didn't have to.

"Oh, fine," Soron sighed as he pressed two blue buttons on the controls and the TARDIS stopped shaking vigorously.

"So," Erza said as she let go of the rail. "Any chance we're going to go back home to Earth Land?"

"I dunno," Soron replied. "There are still so many places to go and so many times to see."

"Well," Erza said decisively. "I'm ready to go home. This life you showed me the past month… it isn't for me."

Soron didn't say anything for a few minutes, but eventually, he sighed.

"I know," Soron admitted. "I didn't say anything, but I noticed you looking at the Fairy Tail logo that sat on a flag in the year 4030. You were homesick. I had hoped that you'd grow to enjoy traveling through time and going to other planets as much as I do, but… this life isn't for everyone."

Erza didn't say anything except to stare at him as he typed in coordinates and flipped a lever.

About five minutes later, the TARDIS rematerialized. Erza immediately walked toward the exit, but stopped and looked back at Soron.

"Don't be a stranger," Erza said.

"Oh, this won't be the last you see of me," Soron said as he made the "shoo" gesture. "Go. Go be with your family."

Without another word, Erza requipped back to her normal Heart Kreuz armor and exited the TARDIS. Soron sighed and leaned against the rail before he picked up a photo both Erza and he had taken. The former reluctant while he was exuberant. He immediately folded the photo and put it inside of his leather coat pocket and prepared to close the doors with the door control. However, Erza suddenly stormed in with an irritated expression.

"You said you could bring me back to the same day!" Erza said as she walked up to him.

"I didn't?" Soron asked. To answer, Erza merely thrust a discarded magazine in his face and pointed to the date with a finger.

"Oh…" Soron said upon realizing it was two days later. "Sorry about that."

"You didn't even land at the guildhall!" Erza exclaimed. Upon seeing Soron's confused expression, she grabbed his left arm and dragged him to the TARDIS's exit. She only stopped dragging when they were outside. The TARDIS had indeed landed somewhere else not intended. They appeared to have landed at a beach. Right outside of a hotel that sat next to a roller coaster as well.

"Where are we?" Soron asked confused.

"Akane Resort," Erza growled.

"That's close to Magnolia, isn't it?" Soron asked.

"No," Erza said bluntly before she prepared to push Soron back into the TARDIS.

"Erza!" shouted a familiar voice. "Soron! Why don't you join us?!"

Both Soron and Erza turned to see Lucy waving at them from a volleyball net. Erza and Soron looked at each other before the former shrugged and walked toward them requipping into a bikini as she went. Soron shrugged and figured he may as well join them. However, he didn't feel that he was wearing the right outfit for going to a beach. So, he elected to change first.

 **Later, in the hotel room…**

Erza relaxed in a chair outside on the balcony while Natsu and Grey arm-wrestled with Soron inside. Both lost. Happy was, of course, sleeping off the calories he gained from eating all that fish and Lucy was busy at a typewriter. Juvia… was lurking in a shadowy corner watching Grey without wavering. Once Grey and Natsu began arm-wrestling each other, Soron walked out to the balcony and sat in one of the chairs.

"You didn't have to join us, you know," Erza said without opening her eyes. "You could've left. Traveled all of time and space."

"I know," Soron responded.

"Why didn't you leave, then?" Erza asked.

"Some things are more important than traveling through time and space," Soron replied as he looked at her. Erza opened her eyes at that and noticed how he was staring at her. She suddenly realized that Soron found her to be the most important thing in the world… nay, the universe. Her face immediately went red and she looked away to gather herself.

 **A long time ago, somewhere in the ocean…**

There was an island that had a construction nearing completion. People were working on it against their will, and keeping an eye on them were several guards with a symbol that looked like pick-ax heads and two hooks connected them. The symbols were on their backs, and on the cloth that covered their eyes. Ships with the same symbols were also on their way to the island. A young redheaded girl that bared a shocking resemblance to Erza cried as she saw the other slaves either being literally worked to death.

 _"Don't you see?"_ said an angry young boy's voice. _"There's no freedom in THIS world."_

Erza suddenly jolted awake as daylight touched her. She looked to her left and saw that Soron was no longer in the chair. She then remembered that Soron had headed back inside after she kept looking away. She looked down at her wrists after panting and felt relieved.

"Just a dream," Erza said. "I must've fallen asleep without realizing it."

She got up from the chair and stood to stare over the water as seagulls flew over it. She turned away from the sight and headed inside, but stopped next to a full-body mirror and looked at herself. She laughed once as she smiled when she folded her arms up and touched right next to her collar bone. A couple of seconds later, she requipped back into her Heart Kreuz armor.

"I always feel more at ease wearing armor," she thought out loud.

"Although," she said in an amused tone as she turned and crossed her arms. "As a wardrobe choice, it's not the most feminine."

Just three seconds later, she heard knocking and turned to see the door open revealing Lucy in a stunning red dress. One side of her dress was done in a way that allowed her right leg to be seen.

"Erza," Lucy smiled. "Get out of the room and have some fun. Natsu, Grey, and Soron are downstairs. Want to go find them and play some games?"

 _Soron stayed?_ Erza thought shocked but immediately dismissed those thoughts. _Get yourself together, Erza. All he is to you is a guildmate. That's the way it has to be._

"That's right," Erza said to Lucy. "There's a casino here, isn't there. In that case…"

She immediately requipped a second time that day, and now she wore a purple dress with roses near the side of her breasts and under her arms. The shoulder straps formed an "X" under her collar bone. At the bottom of the dress was a white stripe with roses inside of them. She wore long white gloves that reached her biceps and she had her hair in a bun. Like Lucy, a side of her dress was designed to reveal her left leg.

"So, how do I look?" Erza asked with one hand touching her hip and the other touching her hair.

"You look great," Lucy said enviously. "Maybe on the glitzy side, but whatever. C'mon c'mon! Let's go!"

 _I guess it's okay to relax and enjoy myself every once in a while. Isn't it?_ Erza thought with a smile as she looked at herself in the mirror again.

 **Later, down in the Casino…**

A lot of guests were having fun. The kids got to do their own, safe, gambling and the adults did the usual risky gambling. Natsu was at a glass globe filled with numbered balls with a button device in front of it. The buttons had the same numbers as the balls, and on the glass globe was mystical circles with numbers in them.

"Seventeen!" Natsu said loudly. "Come on!"

"Don't be mean, seventeen!" Happy said loudly as well.

The numbers stopped whirling eventually, and for a second Natsu thought he won because there were two sixteens. Unfortunately, the top seventeen turned into a sixteen. Both Happy and Natsu complained at that.

"There is a saying on my world," Soron said as he walked up to them with his hands in his pockets. "'The house always wins.' Casinos make it next to impossible for anyone to win. You'd have to be lucky or be extremely smart."

"Are you saying I'm not smart?!" Natsu growled as he butted his head against Soron's.

"No, but you're not of the intellectual variety," Soron replied as he punched Natsu in the stomach. "Levy would have more chance than you. Also, don't headbutt me again."

"You're just as mean as Erza!" Happy accused as he stood next to the groaning form of Natsu. Soron just shrugged innocently before walking off to find Grey. He was at a cards table, and before Soron got close he saw Juvia standing next to him. She wore a blue dress, a golden fairy tail logo pendant around her neck, and a smile.

 _This isn't going to end well,_ Soron thought dryly. Can thoughts be dry?

"Grey, my darling," Juvia said awkwardly. "I'm Juvia. Do you remember me?"

"Yeah!" Grey exclaimed. "You're that chick from Phantom!"

Soron noticed something in his peripheral vision, and when he turned to see it… he widened his eyes. It was a man that was very blocky. He looked like he could've been made out of wood due to how blocky he was.

 _He's so… square?!_ Exclaimed Soron in his mind as he dropped his jaw.

"What yous looking at roundy?" asked the blockhead.

"A puppet?" Soron asked.

"I'm not a puppet," the guy asked with narrowed eyes. "I'm a real person, see?"

 _He may not be a puppet, but he can't be flesh and blood. Can he?_ Soron thought to himself. _There's no way any living thing can be that… blocky."_

"Someone oughtta teach ya some manners," the blockhead said as Soron was suddenly rammed against a nearby wall. Soron looked to see blocks holding him there and the blockhead missing a portion of him.

"Lesson one," the blockhead continued. "Don't make assumptions based on appearances."

"Lesson two," the blockhead finished as his right arm turned into a rectangular gun of some kind. "Accept the consequences if you do."

 **With Grey and Juvia…**

Grey and Juvia had moved to a nearby bar so they could converse. Shockingly enough, Grey hadn't stripped down to his skivvies yet.

"I heard Phantom was disbanded," Grey said. "That had to be tough on you."

"Yes," Juvia said. "But not I'm a free wizard, and I can join any guild I want!"

"I see," Grey said. "And I take it, you're wanting to be a member of Fairy Tail, huh."

"Oh, yes. Very much so," Juvia replied.

"I don't know," Grey said as he looked away from her. "After everything that just went down. I mean, I personally don't mind, but who knows what the Master will say?"

"I promise I'll do whatever it takes!" Juvia said beaming that Grey wouldn't mind her being in the guild.

"If I were you," Grey said amused. "I'd be careful making promises like that."

They were so involved in their conversation, they didn't even notice when someone stopped behind them.

"Gray Fullbuster," said a voice behind them. They turned to see a guy that had a metallic lower jaw and a white bandana on his head. Suddenly, a sort of purple-blue mystical circle appeared in front of his right eye. Suddenly, the bar exploded at the same time as fireworks exploded in the sky outside.

 **With Erza and Lucy…**

Both Erza and Lucy were at one of the card tables when they heard the explosions. Concerned, they looked behind them toward where the explosions originated.

"What's all the commotion about?" Erza asked.

"It sounds like the parade has started outside," said the man wearing the resort's mascot.

"Makes sense," Lucy said.

"Yeah," Erza said not so sure.

 **Back with Grey & Juvia…**

Grey managed to get himself into a sitting position, and looked to where Juvia had been sitting and saw that she was prone on the ground.

"Juvia!" Grey exclaimed. Her only response was a pained groan.

"What do you think you're doing buddy?" Grey asked angrily as he turned toward the man who attacked them.

 **With Soron…**

Soron struggled against the blocks holding him, but he couldn't move at all. Natsu was also in the same predicament. The blockhead had two rectangular guns now and had each aimed at their heads.

"Where is Erza?" the blockhead asked.

"Come on, sing!" the blockhead demanded when they didn't respond.

"Do you think the strongest woman in Fiore would ever come to a place like this?" Soron laughed. Both Natsu and the blockhead turned to look at him. The former confused because he saw Erza just last night. The latter irritated at not getting the answer he wanted, but also considering that Erza might not be there. Mainly, because of the reports on her that he has heard.

 **Back with Erza…**

Erza and Lucy had been surrounded by onlookers as Erza had become the luckiest woman at the casino that day. Erza was also looking very cocky. She placed her cards down and Lucy widened her eyes with glee as the onlookers muttered between themselves.

"Oh, wow!" Lucy smiled excitedly. "Check it out! You totally got a straight!"

"Looks like today's my lucky day," Erza smirked.

"I have a feeling this hot streak's just getting started," Erza said after a couple of seconds.

"Oh yeah?" Lucy challenged.

"In that case," said the dealer as he began passing out cards. "I've got a special game for you folks tonight."

Upon hearing his voice, Erza looked up to see a blonde kid with dark skin. The dealer wasn't the same as the other one with the dark hair and caucasian skin. In fact, she could swear that she had seen him before somewhere. That was impossible… wasn't it?

She looked down at the cards and saw that they had letters on them which spelled out the word "Death."

"And while we're at it," the dealer grinned evilly. "What do you say we raise the stakes a bit higher, sister?"

"It can't be," Erza said in disbelief. "Shou. Is that you?"

"So you do remember me," Shou said as he raised his hands. Lucy turned to Erza and saw that she was frightened. Her eyes and mouth were quivering.

"You know him?" Lucy asked

"You're…" Erza stammered not even registering Lucy. "You're alive."

"Alive?" Shou asked as he leaned toward her.

"I… I mean," Erza stammered.

"You okay?" Lucy asked concerned.

 **Back with Grey…**

Grey had stood up and prepared to fight the metallic-jawed jerk, but he wasn't about to do so when there were innocent civilians nearby.

"Now," the man said. "Where is she?"

"You think I'd tell you?" Grey asked angrily. "Huh?!"

Suddenly, streams of water whirled in the air between them and Juvia reformed herself with a furious expression. She had her arms out protectively.

"I won't allow you to lay so much as a finger on my beloved!" declared Juvia much to Grey's shock. "You'll have to go through me first!"

"Juvia," Grey said.

"Erza needs your help right now," Juvia calmly told him without looking away from metal-jaw. "I fear she is in grave danger."

"You're right," Grey said as he looked at the metal-jawed man. Suddenly, the man raised two fingers to his head and looked away from them.

"Ah, you've located her," the man said as if someone was telling him something. "Yes, I see. So, I should clean things up here? Understood."

He lowered his hand and looked at them. His sole eye seemed to glow red as the lights seemed to go out.

"What happened to the lights?" Grey asked confusedly as the man vanished.

"It's magic of the dark lineage," the man answered suddenly reappearing behind them. "Dark moment."

 **Back with Soron and Natsu…**

Natsu and Soron looked around confusedly when the lights vanished, but only the former was getting angry about it. The latter realized that it was a tactic, so it didn't matter how the lights went out. At least, not to him.

"Hey!" Natsu exclaimed as he looked around. "What gives?! Who turned out the lights?!"

"I can't see!" Happy cried out. "Where are you?!"

"I'm right here!" Natsu replied. "Wherever that is!"

"Good night," blockhead said as he prepared to fire his gun arms.

"Uh-uh," Natsu said with resolve as he opened his mouth. "No way!"

He was just in time too, as the rifle arm aiming at him blasted. The rifle aiming at Soron blasted as well, but he merely moved his head to the side to avoid the magic laser blast.

 **Back with Lucy & Erza…**

Lucy and Erza stood in the dark not knowing what they could do. Especially, the former. Lucy had to cover her ears when she heard the gunshot. She began to get terrified.

"A gunshot?" Lucy asked shocked.

"What's going on?!" demanded Erza

Suddenly, the lights came back on and when they looked to where the Shou had been, he wasn't there.

"Where'd he go?!" exclaimed Erza.

"I'm right here, sister," Shou said evilly as he allowed cards to fall from his hands. As they fell, panicked voices and screams could be heard. They looked down and widened their eyes in terror. The cards had all of the people except for the Fairy Tail members inside them. Well, specifically the ones that were watching Erza's winning streak.

"Oh no," Erza gasped.

"He trapped them inside the cards?!" Lucy exclaimed both terrified and angry.

"Help!" shouted the mascot man as Shou held his card up. "Please!"

"Cool, huh," Shou smirked.

"You use magic?!" exclaimed Erza.

"That's right," Shou replied. "You're not the only one with powers anymore."

"But who taught you that?!" Erza demanded.

Suddenly, they could hear a "meow" right before a mystical circle appeared under Lucy and tied her up. It looked slightly like bondage ropes as well.

"Let her go!" ordered Erza as she turned to see a lady with cat ears and whiskers painted on her face.

"Well aren't you all Rosie!" the cat lady said cheerfully.

"Millianna?" Erza exclaimed shocked. "You can use magic, too?"

"It's been a while Erzie-werzie," Millianna said.

"Please!" Erza begged. "You have to let her go! She's okay! She's a friend of mine!"

"Meow," Millianna replied skeptically. "A friend, huh?"

"We used to be friends of yours, too," Shou said attracting Erza's attention. "Remember? Good friends"

 _These creeps were her friends?_ Lucy thought not believing it for a second, but also getting angry at the idea of it.

"Yes," Erza admitted uncomfortably. "I-I do."

"We were very close," Shou said insanely. "At least, we were. Until you decided to betray us!"

Erza began to sob out of rage and sadness because of Shou's accusation. She didn't respond in any other way.

"Why don't you cut the dame a little slack, pal," said a voice belonging to blockhead who appeared behind Shou.

"Keep those emotions in check and everything will be real dandy," blockhead said.

"What?!" exclaimed Lucy. "A blockhead?!

"Very nice," blockhead said lecherously. "Life on the outside's been good to ya, huh."

"Wait a minute," Erza said uncertainly. "Wally?"

"I've gone through some changes, myself," Wally said as he moved his hand to his hat. "Old Mad Dog Wally you grew up with has seen a lot since the old days."

"Ya see," Wally said as he looked straight. "I'm much smoother now."

"You practice magic as well?" Erza guessed.

"Why you so surprised?" asked the voice of metal-jaw as he appeared behind her. "It's not so hard once you get the hang of it. Of course, you already knew that. Didn't you?"

"Simon?!" exclaimed Erza as she walked forward and turned around. Millianna decided that now was a good time to push Lucy to the ground which allowed the ropes to pull her feet toward her hands.

"Erza?!" Lucy asked pained. "Who are these people?! Why is he calling you sister?"

Erza sighed as she prepared to tell part of the truth if not the whole truth.

"He's not actually my brother," Erza explained. "But we all grew up together."

"What do you mean?" Lucy asked confused. "I thought you said you joined Fairy Tail when you were just a little girl?"

"This was before I joined the guild," Erza explained.

"Why did you find me?!" demanded Erza as she centered her attention on the attackers. "What do you want?!"

"You really want to know?" Millianna asked.

"We're here to take you back with us," Wally said.

"I'm begging you!" Erza pleaded. "Please release Lucy!"

"Who cares about her?" Shou said coldly. "We want you, sister."

"Listen, babe," Wally said as his arm turned to a gun again. "Don't make this get ugly."

Lucy whimpered when she saw the square rifle barrel aim at her.

"No!" Erza begged. "Don't hurt her!"

"No!" Erza begged as the rifle vanished. "Please, Wally!"

Suddenly, she felt a magic laser blast hit her square in the back. The blast had come from the rectangular rifle that had reappeared behind her.

"Erza!" Lucy cried out. "Somebody! Help!"

Simon picked Erza up and held her bridal style.

"We got what we came for," Simon stated. "Let's go home."

"Sure she's okay?" Shou asked worriedly.

"She's just taken a nap," Wally replied as he raised his rifle arm.

"Hold it! Just where do you jerks think you're taking her?!" Lucy demanded. "I hope you know you're not gonna get away with this!"

"Natsu, Grey, and Soron are going to find you!" Lucy shouted. "And when they do, they're gonna make you pay!"

"Sorry, toots," Wally said. "But those ganks are gonna be lickin' pavement for a while, get me?"

"What?" Lucy asked shocked.

"Those three were nothing but talk," Simon said. "Though, one of them actually managed to escape Wally. Nearly beat him too. It was fortunate I got there when I did."

"But… that's impossible!" Lucy said in disbelief. "You mean they're…"

"Yeah," Wally confirmed. "Sleeping the big sleep."

"Meow," Millianna said as she pointed at Lucy. Suddenly, the bondage ropes began pulling on her even tighter. Lucy's back was bent so much, it looked like it would snap at any moment.

"Meow," Millianna said insanely. "In about another five minutes, you're gonna be all twisted up just like a yummy little pretzel."

"Hey, Millianna," Wally said attracting her attention. "I scored a little something for ya."

"Meow?" Millianna asked curiously. Wally held out his hands and Happy materialized in them. Millianna shrieked excitedly as she snatched Happy out of Wally's hands.

"A kitty of my very own!" Millianna shrieked. "He's such a little cutie-wooty! I'm so happy!"

"That's enough," Simon ordered. "Calm down and tie Erza up."

"Alright, doll," Wally said attracting Millianna's attention. "Time to get to work."

"Meow," Millianna replied.

"Sister," Shou teared up happily. "I can't believe you're finally coming home, to the Tower of Heaven. I know Jellal will be happy to see you."

 **With Soron…**

Soron slowly opened his eyes and looked around. Natsu, Grey, and even Juvia were unconscious. Happy, on the other hand… was gone! Soron grabbed a nearby chair and used it to push himself to his feet. He had seen Lucy and Erza go to one of the more private rooms, and so he hurried as fast as he could. With each step, he winced due to the pain. When he arrived, he opened the door and widened his eyes. Lucy was on the ground and bound in a rope that seemed to be shrinking in length. He quickly limped toward her.

"Lucy," Soron said in immense pain. "Are you alright?"

"Do I look alright?!" Lucy exclaimed.

"Where's Erza?" Soron asked.

"Some jerkwads kidnapped her," Lucy said. "But never mind her! Get me out of this infernal rope!"

 _As if I know how to get through magical shrinking rope,_ Soron thought dryly as he regarded it. With a shrug, he figured he had to try something. He pulled out a pocket knife. Nothing. He pulled out scissors. Nothing. He was stumped. He sat there touching his chin. Eventually, he had an idea. He painfully pushed himself to his feet and brought up his Megatrix. He pressed a button which popped up the Megatrix and a hologram appeared. He turned the dial until he located an alien he figured would work and slapped his palm down on it. In a green flash, he had been replaced with a living molten man.

"Oh yeah," Heatblast said. "Now this should fry you free."

"Just don't fry me, hotshot!" Lucy shouted as Heatblast knelt next to her and touched the rope. After a few seconds, the rope snapped and Lucy's body was allowed to relax.

"Thanks," Lucy said relieved. "Now, would you mind stepping back. You're making me hot."

"I'm pretty sure that's natural," Heatblast said even though he stepped back.

"Hardy har," Lucy said sarcastically as she pushed herself into a sitting position. "How are Grey and Natsu?"

"They were out of it when I came to," Heatblast said as he reverted to Soron.

"Well, crap," Lucy said as she slowly got to her feet. Fortunately, turning into Heatblast healed Soron so when Lucy stumbled from the pain he was able to help her.

"Thanks for the catch," Lucy said. "However, I think I got it from here."

"Okay," Soron said as he let her go so she could walk on her own.

"We need to wake Natsu and Grey," Lucy stated as she walked as fast as she could to where the main casino room was. Soron was able to keep in pace with her, and when they arrived in the main room, Lucy gasped.

"What happened here?" Lucy asked as she ran to Grey… somehow. For a girl wearing heels, she was sure lucky to not fall.

"The blockhead and metallic-jaw guy happened," Soron replied as he stood out of her way.

"Snap out of it, Grey!" shouted Lucy. "Talk to me!"

"He's cold!" Lucy exclaimed.

"He's an ice wizard, remember?" Soron asked with a raised eyebrow. Suddenly, Lucy screamed attracting Soron's attention. He widened his eyes when he saw Grey had shattered to ice. Lucy began to panic and tried putting him together, but Soron had a feeling that Grey wasn't Grey.

"There's no need to panic," said a bodiless voice attracting their attention.

Suddenly, a pool of water bubbled up until Juvia appeared.

"I remember you!" Lucy said angrily as she stood up and reached for her keys. "You're with the Element Four!"

"Lucy, wait!" said the voice of Grey shortly before Grey appeared out of the water beneath Juvia. Lucy gasped upon seeing that.

"She's not our enemy anymore," Grey explained.

"Yes, that's right," Juvia said. "I pulled my precious Grey inside of me to ensure his safety."

 _Did she have to word it like that?_ Soron thought as he tear-dropped.

"Is it me or does that seem really weird?" Lucy asked.

"Are you jealous he was inside of me and not you?" Juvia asked threateningly.

"Uh," Lucy tear-dropped. "Not really, no."

Soron stood up and headed toward the wizards that were awake as Grey began to explain what happened on his end.

"This guy created a darkness spell," Grey explained as he began undressing. "So, I created an ice decoy to distract him so I could figure out my plan of attack."

"I wanted to keep the real Grey safe from harm," Juvie put in. "So, I pulled him inside of my water-lock until I was sure the danger had passed."

"Yeah," Grey said irritably. "And I couldn't do anything from in there. Thanks to you, the creep got away."

"Now what?" Grey asked turning his attention to Lucy. "Do you know where everyone else is?"

"No," Lucy replied as she looked down.

"The assholes who attacked us kidnapped Erza," Soron explained.

"Happy was taken, too," Lucy spoke up.

Suddenly, they heard a loud noise and saw Natsu standing with a big torrent of flame spewing out of his mouth. All four of them hurried up to Natsu who was busy grumbling about the guy shooting him.

"Natsu!" Grey said.

"Hey!" shouted Natsu as he turned around. "What kind of jerk shoots people in the mouth?! Huh?"

"I mean," as he grabbed his face. "Someone could get really hurt!"

 _Did he just repress that he opened his mouth to swallow the magic laser blast?_ Soron thought as he tear-dropped.

"Uh," Lucy said. "I think that'd kill anyone who wasn't a weirdo, like you."

"I would have to agree," Juvia concurred.

"I'll show that blockhead!" Natsu shouted. Suddenly, he sped off.

"He's not getting away with this!" Natsu shouted as he ran.

"Follow him!" Grey shouted.

"Wait, uh," Lucy asked. "Does he even know where he's going?"

"Natsu has a nose for prey that puts wild animals to shame," Grey smiled.

 _Still won't be able to get there fast enough to save Erza without the tardis,_ thought Soron as he and the others hurried after Natsu. _Fortunately, I keep a tardis key on me at all times. When Natsu determines what direction Erza is, I'll summon her to us._

 **Meanwhile, at the Tower of Heaven…**

Guards and their pets patrolled or just stood watch while a hooded man sat in a throne room at the very top of the tower. In the middle of the room was a giant jagged crystal. Suddenly, a mystical circle appeared and a man in robes and long black hair appeared. He turned toward the throned man and walked toward him.

"Master Jellal," the man said as he crossed an arm over his chest. "We've received word the mission to retrieve Erza has been completed. They are returning as we speak."

Jellal's only reaction was a victorious smile.

"I must ask," the long-haired man asked. "What are we to gain by capturing that traitor? Disposing of her would've been easy work for someone of your power."

"A rather pedestrian approach to solving the problem in my opinion," Jellal chuckled.

"Yes, sir," the man said.

"However," Jellal continued. "With the Tower of Heaven now complete, allowing her to live would prove to be a thorny issue, indeed. So, the time has come."

"Erza Scarlet is the perfect sacrifice to ensure that my dreams are made flesh," Jellal finished.

 **With Erza…**

Erza had been tied against a wooden pillar in the cargo hold of a ship, and when she woke up she didn't recognize her surroundings.

"This place," Erza said. "Where are we?"

"Inside the hold of a ship at sea," Shou replied as he walked toward her.

"A ship?" Erza asked hoping she was wrong about the destination.

"That's right," Shou confirmed. "And our course is set for the Tower of Heaven."

Erza wasn't shocked at this revelation, because it only made sense.

"I see," Erza said as she looked down. "I should've known. Would you please untie me? I won't cause any trouble."

"I'm afraid I can't," Shou said coldly and regretfully. "You've proven yourself untrustworthy."

Erza pulled as hard as she could on the rope, but no matter how strong she was the rope held.

"That won't work," Shou explained. "Millianna's bindings conceal magic, so you're struggling in vain. You'll find you'll have no luck in breaking free from them. The efforts will just tire you out."

Erza bowed her head in defeat.

"Fine, Shou," Erza said in a hopeless tone. "I won't resist. Will you at least let me requip into my armor? The Tower. I'm afraid of going back there. I just wanna have it on so that I… feel safe."

"But the outfit you have on now," Shou said kindly, or so he thought, "is lovely."

Suddenly, Shou dropped to his knees and embraced Erza.

"Honestly," Shou said sadly. "I didn't want it to happen like this."

"It's okay," Erza said kindly. Shou immediately began to sob upon hearing her be kind even after leaving her newer friends to die as he did.

"I missed you so much," Shou said. "It hurts me. Tell me. Why? Why'd you do it?"

Suddenly, he stopped hugging her and stared at her with immense anger even with tears streaming down his face.

"WHY'D YOU BETRAY JELLAL?!" Shou shouted. Erza's eyes quivered for a few seconds before she closed them.

 _Jellal,_ Erza thought as she flashed back to so long ago on the Island before she had managed to escape from it.

* * *

I have lost my drive for this, so I'm going to end the story with this special. I'll do my best to get it done quickly.


	15. Tower of Heaven Part 2

Tower of Heaven

Part 2

They all came to a stop once they reached the shore. Everyone but Natsu and Soron hurried onto a nearby rowboat but turned to look at them upon realizing that Natsu and Soron weren't following.

"Why are you just standing there, you two?" Lucy asked.

"Him I can understand being hesitant, but you?" Gray added as he looked at Soron.

"We'll never catch up to them in time," Soron said bluntly as he produced a gold-colored key. "Not in that dinky thing."

"Do you have any better i-" Gray asked irked. However, he was interrupted just as a big red box materialized around him and Natsu. Gray, Lucy, and Juvia all dropped their jaws upon seeing that.

"How… I don't… huh?" Lucy asked baffled.

Curious, they headed toward the box and just stood at it. Suddenly, the door opened and Natsu's head poked out of the doorway.

"Well, what are you waiting for?!" Natsu exclaimed impatiently. Hesitantly, the trio stepped inside of the box and if it was possibly their jaws would drop to the floor. They immediately ran out, around the box, and then returned inside and gulped.

"This box is…" Lucy said weakly.

"Bigger…" Gray added.

"On the inside." Juvia finished.

"Draft," Soron said from the control console. Still unsure if she believed it, she shut the entrance.

"You have a lot of explaining to do," Gray said as he narrowed his eyes at Soron.

"I don't have to explain myself to you, nudist," Soron grunted as he fiddled with the controls.

"What kind of magic is this?" Lucy asked more curious than angry.

"It's not magic," Soron snorted. "It's science."

"Why are we standing around talking?!" Natsu shouted. "We need to go after Erza!"

Instead of answering, Soron walked toward the flame-brain and grabbed his arm. Before the salamander could object, he pulled him toward the console.

"This isn't going to hurt," Soron said as he picked up a sharp needle that was attached to a cord.

Before Natsu could respond, Soron stabbed the needle into his hand. That made Natsu cry out in pain.

"I lied," Soron said before he headed toward the monitor.

"What the hell did you do to him?!" Lucy exclaimed.

"I connected him to the tardis's telepathic circuits," Soron explained half-paying attention. "With any luck, the tardis should be able to follow the trail that Natsu's nose was leading us on."

"Huh?" Natsu and Lucy asked confused. Soron just rolled his eyes before he walked toward the handbrake and flipped it. The tardis began to wheeze and groan as the pillar in the middle of the console began to move up and down. With a sigh, Soron pressed the blue stabilizers and the room stopped shaking. He turned to look at Natsu who had immediately fallen to the floor.

"Are we there already?!" Natsu asked with a hopeful expression as he got to his feet again.

"Hardly," Soron snorted. "You just can't feel us moving anymore. Your motion sickness is all in the mind, and if you believe that we're not moving you won't get sick. Now, go sit down."

"I'll let you all know when we arrive," Soron said as he turned back toward the monitor.

 **A few minutes later…**

Soron quickly hurried to the door upon seeing something on the monitor. As soon as he opened it, he widened his teeth. The others except for Natsu followed him and looked out the door as well. Soron didn't need to see them for him to know how close they were, but personal space didn't matter right now. Birds were in the process of falling to the ocean below.

Soron hurried back toward the controls and quickly fiddled with them.

"That wreckage down there," Gray said grimly. "That's a Fiore Naval Ship."

"And that…" Lucy said nervously as she stared straight ahead. "That must be the tower of heaven."

"Alright," Soron said. "Shut the door. I have just turned on the cloaking mechanism."

"Uhhh," they said dumbly.

"I made us invisible," Soron said with an eyebrow twitching.

"Oh," they said in unison now that they understood.

 **Meanwhile, with Erza…**

Erza stood with her arms bound behind her with her captors next to her. She had her eyes widened with fear upon seeing a tower of gargantuan proportions.

"The tower of heaven," Erza asked. "It's been completed?"

"I don't know why you're so surprised," said Shou. "We've been working on it since you left almost ten years ago."

"Has it been that long?" Erza glared at him. "It's amazing how much you've all changed."

 **Thirty minutes later…**

Erza had been placed into a cell that was several floors up away from the ground, and the metal-jawed man stood guard as Shou chained her up.

"The ceremony will take place later tonight," Shou informed Erza. "You'll be staying here until then."

 _Ceremony?_ Erza thought. _They're going to activate the R System?_

"I'm sorry," Shou said genuinely. "But this is the price of betrayal, and although you've hurt him, Jellal's giving you a special honor."

"He's chosen you to be the sacrifice for the ceremony," Shou grinned insanely.

"I'm sad I won't ever get to see you again," Shou said. "But you're going to help us get to heaven."

"Oh," Shou said surprised. "You're trembling. Are you afraid of being sacrificed, or does this cell bring back memories?"

After a few minutes of remembering their horrible past, Shou looked at Erza with regret.

"Even though you were the one being punished," Shou said. "I'm the one that came up with the plan, but I was too scared to say anything."

"I'm sorry," Shou continued. "It was my fault."

"That's in the past, Shou," Erza said sternly. "Right now, I'm worried that none of you realize how dangerous it is to resurrect someone using the R System."

"Wow," Shou said impressed grinning insanely again. "I didn't expect you to know what its purpose was. That's quite a surprise."

"The Revive System," Erza said bitterly. "In exchange for countless sacrifices, it brings a single person back from the dead. It is inhumane forbidden black magic."

"Sure, it's forbidden," Shou reasoned. "But whoever said magic had to be humane? I happen to believe magic wears away at one's humanity."

"That's a black magic philosophy!" Erza exclaimed. "Are you one of _them_ now?!"

"Are you seriously comparing us to those idiots?!" Shou asked irked.

"They thought this tower was only good for resurrection magic!" Shou continued as he turned around. "We know better because we've been enlightened. Jellal told us that he can use the tower to get us into heaven."

Unknown to him, Erza was slowly pushing herself up the wall with her feet to free her bound hands from the broken curved pipe above her.

"To heaven?" Erza asked.

"You see," Shou continued as he stepped toward the cell door. "Once we use the R System _him_ , the world will be reborn. And we will become its rulers! The cult members who kept us, prisoners, for all those years! The loved ones of the sister who betrayed us! The citizens who live their entire lives blissfully ignorantly! Those fools on the magic council!"

"We're gonna put fear and sorrow into the hearts of every last one of them!" Shou shouted manically. "They'll be stripped of their freedom and denied any rights once we're in control! They'll have no choice but to bow down before us!"

At that moment, Erza jumped off the wall now that she was free of the pipe. He turned around just in time to get kicked in the side of his head and sent into the bars to the side of the open doorway. As Shou slumped to the floor unconscious, Erza bit the cat-rope and pulled until it shattered into nothingness.

"Shou," Erza said sadly and angrily for the boy she once knew. "What could have possibly caused you to change so drastically?"

A second later, she was enveloped in bright light and another second after that she was back in her usual outfit.

 _Jellal_ , Erza thought angrily. _What has he done to them?!_

 **Several minutes later…**

The tardis landed smoothly and without any sound at all. As soon as it did, Soron removed the needle he had stabbed into Natsu's hand and pulled the handbrake.

"I'll meet you all outside," Soron said as he walked toward a corridor. Without another word, he vanished from their sight. They immediately exited the tardis.

When Soron emerged from the tardis, he had a different outfit on. A black leather jacket with a hood, black leather pants, and black combat boots. Strapped to his back was a quiver full of hard light arrows, and a bladeless sword handle on his thigh.

"What's that outfit supposed to be?" Lucy asked.

"Something from my past," Soron replied as he pulled a metallic stick from its sheath right next to the quiver. With the press of a button, it transformed into a bow with a hard light string.

"Let's go," Soron replied as he bolted up some stone steps with the others close behind them. For the most part, the path was empty. However, now and then they encountered the random guard. Each one received a hard light arrow to the chest before they could cry out. As the wizards looked at the bodies Soron was leaving behind, they grew concerned. They had never seen him be this murderous.

 _He must care about Erza a great deal more that he admits,_ Lucy thought as she saw Soron spartan kick a guard off of the stares to the rocky earth down below.

Eventually, they reached a landing that happened to have several guards and lookouts. Soron had already taken three down but was backed against a ledge by the rest.

"End of the line, intruder," said a guard.

 **"Ice-Make: Lance!"** Gray shouted and ice spears flew at the guards impaling some in non-fatal locations while the others dodged.

 **"Fire Dragon: Iron Fist!"** Natsu shouted as he charged in with a flaming fist. He knocked one out.

Soron pulled out a hard light trick arrow and fired it at the remaining three. It split into three and impaled the guards in their throats. As they fell to the ground, Soron looked up the remaining stares and growled.

 _This is taking too long,_ Soron said. He looked at the rest as he came to a decision.

"We have to split up," Soron said. "It'll be faster finding Erza this way."

"Agreed," Gray nodded.

"What about Erza's captors?" Lucy asked. "We didn't stand a chance against them."

"They caught us off guard before," Gray said. "This time, we'll be ready."

Soron immediately put away his hard light bow and turned the dial on his Megatrix. A golden flash later, and a velociraptor-like alien stood in his place.

 **"XLR8!"** Soron shouted before he sped up the stairs.

The others immediately ran off with resolve to save their friends.

 **With Jellal…**

He watched as XLR8 sped up the stairs knocking out anybody he came across.

 _The power this man possesses… it's insurmountable,_ Jellal thought with a smirk. _However, it's nothing compared to mine._

 **Back with Soron, a minute or so later…**

Soron skidded to a stop upon seeing that he had reached a dead-end. A dead-end that appeared to be recently constructed. With a golden flash, he transformed into Four-Arms and walked up to the rubble. He prepared to punch through it, but before he could he saw something in the corner of his eyes. It was something navy blue. He turned toward it and followed out of curiosity. Eventually, he reached what looked like the banquet hall. He didn't feel like destroying the doorway, so he transformed back to normal. Inside, he found guards waiting.

"It's impressive that you made it this far, intruder," said a guard. "But you shall proceed no further."

Soron raised an eyebrow as he stepped forward in defiance.

"Kill him!" shouted the guard. The guards swarmed him, but Soron immediately grabbed the handle on his thigh and pressed a button.

A glowing hard light blade appeared just in time for him to block an attack. He punched the guard in the face before he stabbed him with the sword. He grabbed one of their magic rifles and began blasting away at others. The magic rifle was knocked out of his hands by a multi-colored beam. Soron quickly used a guard as a human shield before deactivating his hard light sword and pulled out his hard light bow.

"Hello again," said a familiar voice.

"Oh, you," Soron said bored upon seeing the blockhead.

"That's all I get?" the blockhead asked offended. "No, 'thanks for sparing my life'?"

When Soron didn't respond, the blockhead sighed before blasting a multi-colored beam into the guard in front of Soron. Soron immediately pulled out a hard light arrow and fired, but blockhead dodged inhumanly fast. Soron immediately rolled behind the banquet table and used it as cover. They each fired at each other, but neither could hit the other.

Soron pulled out a trick arrow and fired again, and just like before the blockhead dodged.

"You do realize it's pointless trying to hit me with your fancy arrows, right?" blockhead asked incredulously. "You're just going to keep missing."

"You sure about that?" Soron asked. Blockhead grew a confused expression before he heard a beeping sound.

"What was-" Blockhead asked as he slowly turned around. Just as he turned around, he was engulfed in a fiery explosion. The blockhead was sent flying into the wall opposite him.

"You may be faster than my arrows," Soron said as he stood up. "But not even you can evade an explosion."

Suddenly, he heard the sound of feet quickly approaching. He immediately whirled around knocking an arrow as he did so. However, when he did he saw guards fly through the hole in the wall he had just made. He lowered his bow upon seeing the one that had sent them flying. It was Erza, and she had two bloodied swords in her hands.

"Erza," Soron said as he returned the arrow to the quiver.

"Soron?" Erza asked shocked. She suddenly became angry and stomped forward.

"What are you doing here?!" Erza shouted.

"I came here for you," Soron replied unphased even though she had a frightening expression.

"Go home!" Erza demanded. "This place is far too dangerous!"

"No," Soron said bluntly. "Not without you."

Erza widened her eyes upon hearing that before she tightened her grip on her swords.

"If you don't leave, you'll die!" Erza shouted.

"And so will you!" Soron shouted in return. "I will not let another person that I… I will not let you die!"

"If you won't listen to reason, then I'll beat it into you!" Erza shouted as she charged at Soron with her swords. Every time she slashed, Soron dodged. The more Soron dodged, the angrier she became. Eventually, she got tired of their little dance and when Soron dodged her again she quickly delivered a spinning kick into his chest. The kick was so strong he was sent flying into the banquet table and promptly cracked it in half. She walked toward him till she stood over him with a sword pointed at his face.

"Erza!" exclaimed several voices. She looked up to see Natsu, Lucy, Gray, and Juvia.

"Thank goodness you're okay!" Lucy exclaimed happily.

"You're here too?!" Erza exclaimed shocked as she stumbled back a step.

"Looking for you," Lucy replied.

"I already went over this with Soron," Erza said sternly. "So, I'll be brief with you. Leave, or you will all die."

"You're not going to scare any of us into leaving," Soron said as he stood up.

"That's right," Natsu agreed as he punched a flaming right fist into his other hand. "I ain't going anywhere till that blockhead gets-"

He was interrupted when Gray pointed at the downed form of the blockhead.

"What?!" Natsu exclaimed. "He's already beaten?! Come on!"

"You have to go," Erza said sternly.

"But why?" Lucy asked.

"Your friends kidnapped Happy!? Natsu shouted. "I can't leave here without him!"

"They got him too?" Erza asked shocked. "It must have been Milliana."

"Where can I find him?!" Natsu demanded.

"I'm not sure," Erza replied.

"This means war," Natsu stated as he scratched his nose with his thumb.

"Who are you declaring war against?" Gray asked with a raised eyebrow.

"The jerk that kidnapped my little buddy!" Natsu shouted as he sped off kicking up dust as he ran.

"Wait!" Erza tried but he was already gone. "Natsu!"

"What a moron," Gray said quietly.

"Poor Natsu," Juvia said as quietly.

"Let's go and help him!" Lucy shouted as she punched her fists into the air.

"No!" Erza said loudly as she held her sword up in front of them. "You don't have to worry about Happy. Milliana is a cat-lover. She'd never do anything to hurt him."

"I promise that I'll bring them both back to the guild with me," Erza said as she lowered the blade. "But you four need to leave immediately."

"Goddammit, Erza!" Soron said angrily. "Stop being so fucking stubborn! When are you going to realize that none of us are going to leave you to die here on patchwork Island?!"

"I don't want any of you here," Erza said coldly. "This is _my_ problem, and it doesn't involve you."

"I'm making it my problem," Soron said bluntly as he grabbed her arm. "They kidnapped you and brought you to Hell on Earth. They nearly killed Natsu, me, Gray, and Lucy. Like it or not, I'm staying to take these assholes down."

"Us too," Gray stated.

"Erza," Lucy asked. "What's up with this tower, and who's this Jellal guy?"

"I can understand if you don't want to tell us," Lucy said with a small smile. "You said the creeps who kidnapped you used to be friends of yours, right?"

"Well, we're your friends now, and we're here to help you," Lucy continued. "And no matter what happens, we're always going to have your back."

"Yeah," Gray agreed. "She's right."

"Leave!" Erza demanded as she shook.

"I understand," Soron said calmly. "You don't want to risk us dying, because this place holds too much pain and loss for you. You're afraid the trend of losing people you care about will continue. However, you mustn't forget that even the most skilled warrior needs back-up now and then."

At that, Erza turned around and looked at them with tears threatening to leak out of her left eye. Everyone except for Soron widened their eyes upon seeing that.

"I'm sorry," Erza said as she wiped the tears away. "But you can't help me now. The odds are stacked against me. Win or lose this battle, I'm staring death in the face."

"Don't think like that," Soron said sternly. "You are NOT going to die. None of us are. The only ones that will lose their lives are Jellal and his crew of douchebags."

"You don't understand!" Erza shouted.

"Then make us understand!" Soron said.

"This tower… it's designed to kill thousands just to restore life to one person," Erza explained. "Anyone who's inside or on the tower WILL die."

"Then we destroy the tower and the island itself," Soron said bluntly.

They all looked at him shocked and baffled.

"I don't think we can do that," Lucy said wryly. "Destroying a tower like this and an island? Not possible."

"I have done the impossible multiple times," Soron said. "I can destroy this tower and the island, and without causing anyone on our side to die in the process."

"Jellal will never let you!" Erza said. "He will kill you before you can!"

"Then I will kill him first," Soron said simply.

"He is too strong!" Erza shouted. "Stronger than Jose, even! You barely survived him, so what makes you think you can win against Jellal?!"

"Because I now know what I'm fighting for," Soron said as he stared into her eyes. "Or rather… who I'm fighting for."

Suddenly, everything around Soron flickered like a tv does when there is static. Erza and everybody returned for a second but then vanished again. Soron suddenly found himself in the middle of a fenced-in part of the land with a cylindrical object sort of like a missile partially embedded in the ground.

"What the hell?!" Soron exclaimed. "What's going on?!"

 _"Hold on,"_ said a disembodied voice. _"I'll be with you in a minute. The Judoon systems are a bitch to crack."_

"You want to see moves, Rose?" asked a voice with a northern accent. "I'll show you moves."

Soron looked toward the voice and saw a man in a black leather jacket with a buzz-cut. Suddenly, the man launched golden specks of light toward a wall of people.

"Hello, excuse me," Soron said as he tried to get their attention. However, they didn't seem to hear him.

He ran toward them and stood in front of them. He stepped back upon seeing that the man didn't have a face, and neither did the blonde teen next to him.

"I think I'm finally starting to lose it," Soron said.

 _"Couldn't be further from the truth,"_ said the disembodied voice.

Suddenly, a man appeared in front of the cylindrical capsule.

"Did ya miss me?" the man asked as he held his arms out.

"Who the hell are you and what is going on?!" demanded Soron as he moved to pull out an arrow but found that he wasn't even wearing the same outfit from before.

"Having memory problems, I see," the man said as he walked toward Soron. "Let me see if I can fix that."

"Stay away from-" began Soron before the man suddenly locked lips with Soron. As soon as the man did that, images began flying across Soron's mind. When the man stepped away, Soron grabbed his head as it began to ache.

"Give it time," the man said calmly. "You have a lot of memories that are still returning to you."

"Jack?" Soron asked confused as he looked up at the man in the WWII trench coat.

"The one and the same," Jack smiled. "I like the new body. Delicious lips. Tastes like strawberries. Too bad it's as fake as the life you've been living up till now."

"What the hell are you talking about?" Soron asked confusedly.

"You ever see the movie called The Matrix?" Jack asked as he looked down at a thing on his wrist. "It's kind of like that."

Soron looked down at what Jack was inspecting and immediately recognized it as a Vortex Manipulator.

"Are you saying I'm in a computer simulation?!" Soron exclaimed.

"Exactly," Jack replied as his expression grew sour.

"Dammit," Jack said. "I thought I'd have more time. The Judoon's antivirus software is really tenacious."

"What's going on?" Soron asked. "Also, why would the Judoon put me in a computer simulation."

"A combo of punishment and a reward," Jack replied as he typed on his vortex manipulator. "I don't know why, but they had a warrant for your arrest and managed to nab you. However, after your capture, they must've decided that you deserved to be given the best life-imprisonment ever. Brand new life, and all that."

"Then why are you here?" Soron asked. "If I did something to warrant imprisonment, I should remain here."

"The universe still needs you, and you were unjustly imprisoned," Jack replied. "I'll see you soon."

Suddenly, he vanished in a flash of white light.

A second later, Soron was being surrounded by gas-mask zombies. He hurried on top of the capsule but, the followed him. He closed his eyes willing them to be gone, but he could still hear them… until he couldn't. When he opened his eyes, he found himself in a white cubic room.

 _What the hell?_ Soron thought to himself as he sat up. He felt something attached to his head and reached up to find a device of some sort. He pulled it out of his head and gritted his teeth from the pain. He got off the cot and collapsed. He slowly got up and pulled himself to a nearby reflective surface. He widened his eyes upon seeing a woman with long blonde hair and blue-eyes. A woman that happened to be naked. Upon seeing her face, the rest of his memories returned.

"My name isn't Soron MacLeod," the woman thought out loud in a thick Yorkshire accent. "I'm the Doctor."

Suddenly, the door to her cell opened and the Doctor widened her eyes.

"Hello, sweetie," said the familiar voice of River Song. "I do like your new body."

"River," the Doctor said pleasantly surprised. "I never thought I'd see you again."

"Neither did I," said River Song as she tossed the Doctor her clothes. "Now get dressed, we can reconnect later."

Just a minute later, the Doctor was dressed and armed with a sonic screwdriver. She walked toward River and grabbed her hand.

"Just like old times," the Doctor grinned.

"But better," River grinned in return before they bolted down a hallway.

 **Meanwhile, with Captain Jack Harkness…**

Jack Harkness hurried around on his stolen Dalek saucer completely focused on keeping the Judoon everywhere the Doctor and River weren't. To do so, he had to control Dalek drones that were just little floating Dalek eyeballs more or less. They happened to both explode and shoot Dalek lasers.

 _"Be ready for us in about thirty minutes,"_ said River's voice through his Vortex Manipulator.

"Understood," Jack replied as he pressed a button which exploded a drone near the prison's armory. "Just hurry. I don't know how much longer I can keep the Judoon otherwise occupied."

He immediately pressed a few buttons and some drones killed several Judoon with their lasers.

 _Now, all I need to do is ensure that the Judoon maintain their blame on the Daleks for this little attack on them,_ Jack thought to himself as he moved to another console to control another drone. _The Doctor will definitely have some ideas on how to do that… though she'll probably prefer it if the Judoon kept their attention on her. Maybe I can have the security footages wiped by exploding a drone near their storage area?_

He immediately looked up the schematics for the Judoon prison and searched for where the security footage is stored. Once he found it, he set a drone's target location for the storage area and put it on autopilot.

 **Back with River and The Doctor…**

The Doctor followed River through a door and down another hallway. Eventually, they reached the door to the airlock. The Doctor aimed her sonic at the panel to open it, but it didn't work.

"Oh dear," the Doctor said as she pocketed her sonic. "Looks like I have to do this manually."

Suddenly, they heard the sounds of the Judoon's stomps getting closer.

"We have no time for you to hack the door, sweetie," River said as she turned to the Doctor.

"Of course we do," the 13th Doctor said as she hacked at the panel.

"No, my love," River said sternly as she turned the Doctor toward her. "We don't."

Suddenly, River kissed the Doctor long and hard. When she broke away, she stepped back.

"I'm sorry," River said. "But there's no choice."

Suddenly, River pulled out a cylindrical device and pressed a button on it. The next second later, the Doctor was standing inside of a Dalek saucer. She felt around on her person and found a small device that had a bulb on it.

"A personal teleporter designed for only two trips," the Doctor thought out loud. She heard feet and saw Jack messing with controls.

"What are you doing?" the Doctor asked as she attempted to grab Jack's vortex manipulator from his arm.

"Doing what I can to keep the Judoon off River," Jack replied. "Unfortunately, I'm running out of Dalek drones."

"River," Jack said into the coms. "I can't get any drones to the security camera storage. Do you think you can make it?"

 _"Depends on how close it is,"_ River replied.

"It's not far," Jack replied as he stopped the Doctor from taking his vortex manipulator. "Take the lift up, and go to the middle of the next floor."

 _"Got it,"_ River replied.

"Give me your vortex manipulator, Jack," the Doctor said as she aimed her sonic at the ex-time agent.

"Sorry," Jack said unapologetically as he turned toward her. "I can't do that."

"Why not?!" the Doctor demanded.

"River and I came here to rescue you," Jack stated. "If you return, you'll end up captured and undoubtedly executed this time. Besides, you and I both know how River dies. She will survive this."

Reluctantly, the Doctor lowered her sonic as tears began to well up. Jack didn't say anything, but he did pull her into an embrace. Suddenly, Jack grunted in pain and fell down holding his groin.

"Sorry Jack," the Doctor said honestly. "However, I can't just stand by and do nothing while River's in danger."

The Doctor quickly grabbed his vortex manipulator and typed in the coordinates for the storage area. As Jack got to his feet, the Doctor teleported away.

 **A minute ago, with River…**

River ran corridor to corridor until she reached the stairwell. She looked down and saw some Judoon marching up the stairs below, and some Judoon marching down the ones above. Fortunately, she'd be able to make it to the floor she needed to without getting seen. Unfortunately, she'll be backed in a corner when she gets to the storage area.

She hurried up the stairs and didn't stop running until she reached the storage. Unfortunately, when she arrived she found that it was locked behind an energy field. She immediately blasted it three times with her Alpha Meson Blaster. It didn't do anything.

"Blast," River said. She hurried to the panel next to it and pulled out the sonic screwdriver that the Doctor had given her back when the Doctor was an angry Scotsman.

"Deadlocked," River said irked. She pulled a com device to her mouth, but before she could speak someone appeared next to her.

"What are you doing here?!" River exclaimed.

"Coming to your rescue," the Doctor replied.

"The Judoon are going to be here any minute!" River said angrily. "You're being very stupid."

"So are you," the Doctor said just as angrily. "Breaking in here to set me free was very sweet, but incredibly dumb because the Judoon will arrest you changing your future in the progress. The first day I met you has to happen. It's a fixed point, and if it gets changed in any way… well, you know what will happen."

"As long as you're free, I don't care," River stated.

"Fine!" the Doctor said as she aimed her sonic at the panel. "We don't have time for this right now. We'll talk later."

"It's deadlocked," River said.

"Two sonics can override a level one deadlock," the Doctor said. "So, what are you waiting for?"

River immediately aimed her sonic, and the two devices managed to force the panel to deactivate the field.

"Sweetie," River said as she inserted a device into the storage's control panel. "Run."

"Not without you," the Doctor said. "What will that do?"

Suddenly, the lights were replaced with red lights and an alarm started blaring. An announcement in the Judoon tongue came from the speakers, and the Doctor stared angrily at River.

"You ordered the prison to self-destruct," the Doctor said.

"As if I had a choice," River replied. "Besides, none of the Judoon or the prisoners will die."

"You can't be certain," the Doctor argued.

"Of course I can," River smiled. "I wrote the code that gave the order, and I now have full control of the prison's systems. Which means I can…"

She proceeded to type in commands with her vortex manipulator and the blast doors closed just as the sounds of marching Judoon got louder.

"Just a little bit of transmat," River said as she typed again. "And there. No more Judoon on this soon-to-be exploding prison sphere."

"And the prisoners?" the Doctor asked.

"The only life signs left are you and me," River replied. "Also, I just wiped your record from the Judoon universal database."

The Doctor immediately grabbed her hand before she teleported them back to the Dalek ship. The Doctor returned the vortex manipulator to Jack and began to pilot them away from the prison.

"So," Jack asked as he strapped his vortex manipulator. "Everything went as planned?"

"Of course not," River said. "She returned to the Judoon prison, after all."

"Which you were supposed to keep her from doing, by the way," River added with a disappointed tone.

"She kneed me in the balls!" Jack said defensively.

"Men," River scoffed.

Once they got far enough away, the Judoon prison exploded just like the Death Star in A New Hope. Suddenly, a rippling blue vortex appeared in front of them and they got sucked inside. As soon as they were enveloped by the wormhole, it closed leaving no trace they were ever there.

THE DOCTOR WILL RETURN IN

STAR TREK: GUARDIAN

* * *

I'm sorry for the abrupt ending, and for retconning practically everything that has happened in the story up to the bit after Soron is reunited with Erza in this episode. However, I was bored with this whole thing and wanted to end it in a way that I found perfect. After the DW season 12 finale... I had come up with the perfect idea. Admittedly, the Chibnall era of DW is pretty crap. However, I did enjoy some aspects of the 12th season. And the final scene of season 12's finale? that was what gave me this idea.


End file.
